the alien fairies
by myzor king of war
Summary: Not very good at Summaries so I'll make it simple this is a Ben 10 X Fairy tail story with Ben 10 and an OC of mine who will be his sidekick watch as they take the world of fairy tail by storm. Some slight BenxLucy and later BenxEster OCxCana and some slight GajeelxLevy.
1. Chapter 1

**Chapter 1**

**Hello everyone before we start the story I just want to give a very huge shout out to rangertennyson005 for the help I got making this. any way on with the story.**

on Galvan prime Khyber ran to his ship with the nemetrix in his hands after removing it from Zed, He reached his ship and headed to a room with a chamber in it.

"I hope the changes Albedo made work.'' said Khyber as he started to open the chamber his shook then an explosion happened as Khyber coughed from the smoke he saw a figure appeared in the smoke ''Tennyson.'' said Khyber as Ben 10 as Feed back appeared.

"Sorry Khyber but it's over for you your buddies are done for, your plans ruined, It's over give up your beaten.'' said Ben.

"Not yet Tennyson, tell me dose the name Jase lee ring a bell.'' asked Khyber as he opened the chamber to reveal a 18 year old human boy in it with black hair wearing a red jacket over a grey shirt and wearing blue pants and black and grey shoes and a collar just like Zed around hus neck.

Ben saw him and changed back to his human form in shock.

"Jase I knew him when I was a kid we were best pals.'' said Ben.

"Yes I captured him to be used as a bargaining chip, tho now he shall serve a different purpose.'' said Khyber as he put the Nemetrix on Jase's collar then whistled as the collar and Nemetrix activated and Jase brown eye's opened and glowed Red.

he got out of the chamber and the Nemetrix turned him into a huge feline like creature with sharp claws, a tail with a sharp hook at the end of it, it had fangs like a sabertooth tiger, and a small horn on the top of its nose. it wore red spiked collar that held the Nemetrix around it's neck

"What I thought it only worked on animals.'' said Ben.

"It did till your old friend Albedo mdified it now it works on anyone.'' said Khyber "as for the form he is in this is a Panuncian, and before I forget here is another Bonus.'' said Khyber as he whistled again and the nemetrix glowed and Jase changed again into a more fierce version of the form he was in he resemble normal Panuncians, save for the fur being a crimson red, with his head now having plating with a larger horn where the original was with 2 smaller horns behind it and on the sides and larger fangs, patches of fur appear to be missing, exposing peach colored skin. Spikes grow from their shoulders and back. The spikes look similar to Crabdozer's armor.

"The nemetrix can Evolve it's forms now my new pet bring me Tennyson's head.'' said Khyber as Jase attacked Ben dialed up heatblast and incased Jase on a ring of fire not wanting to hurt him.

"Sorry buddy but this is for your own good.

"Nice try Tennyson.'' said Khyber as he whistled again and Jase turned into crabdozer and wallked through the flames then swated Ben aside then kicked him into a wall grabbed him in his mouth and threw him into another wall then body slammed Ben changed back after the omnitrix timed out he was all bloody and brused but he got up as Jase knocked him down he got up and got knocked down again and again all the while Khyber watched.

"Come now tennyson at least try to fight back, this while amusing is getting boring.'' said Khyber.

"I would rather die then fight a friend for your amusement.'' said Ben.

"Very well then kill him.'' said Khyber as Jase charged at Ben going who just gave a blooded smile "Just so you know were still friends forever Jase.'' said Ben as Jase suddenly remembered something from his past.

"Flashback.

at their old school.

a 10 year old Jase was trying to fight some bullies who beat him down like a dog tho he did get some punches in.

"Look at you now not so tough ha.'' one of the bullies.

"Hey back off.'' came a voice they turned to 8 year old Ben.

"what is this kid who thinks he's a hero.'' said a bully as Ben ran at them to help Jase only to get beat up to till Jase joined in and tried to help but they still lost tho Ben kept geting up and getting knocked down till a two teachers showed up and took the bullies to the principal and Ben and Jase to the Nurse.

at the nurse's office.

"Hey thinks for the help Ben.'' said Jase.

"No prob friends forever right.'' said Ben with a blooded smile.

Back int he present.

Jase stopped inches from Ben.

"what are you doing get him.'' said Khyber As Jase turned to Khyber and attacked him and brutally beat him down then changed back to himself and ran to Ben who had fallen down.

"Ben oh man Ben I'm sorry I did not mien to do this.'' said Jase.

"hey it's ok not your fault, and besides friends forever right.''said Ben as he and Jase help each other up and got outside as Rook Gwen Kevin and Max arrived.

"Ben.'' they yelled as they ran to him and Jase handed Ben to them.

"Jase.'' said Gwen as she saw Jase.

"Hey Gwen.'' said Jase as Gwen hugged him.

"What are you doing here.'' asked Max

"It's a long story and Look out.'' said Jase as he averted them to a Badly injured but still living Malware who's body was barley holding together.

"Tennnyyyysssoooon.'' Yelled Malware as he stretched his arms out and Swatted Gwen Kevin Rook and Max aside.

"Ah man this is Bad.'' said Ben as Malware made a Grab for Ben but Jase got in the way and got Grabbed instead.

"Jase.'' said Ben as Malware started to Absorb Jase and the Nemetrix.

"Not the omnitrix but it is a start.'' said Malware. "soon both will be mine.''

"Wrong there dude.'' Said Ben as he went FOURARMS and tried to free Jase only for Malware to try and absorb him and the omnitrix and he did as it timed out.

Damn! Said Ben He was inside Malware's gut again.

"I gotta do something" the he growled.

He tried to activate the Omnitrix, but no matter how many times he tried, he couldn't move even a finger.

"Jase were are you man.'' said Ben as he saw Jase near him as he floated to him.

"Ben were are we.'' came Jase's voice.

"inside Malware a villain I was fighting.'' said Ben

"Oh yeah that so what now.'' asked Jase.

"There is one way we could take him down but we might not survive it.'' said Ben

"You mean we die and take him with us.'' asked Jase.

"Yeah but if you don't want to we won't.'' said Ben.

"Let's do it after all while we will die at least we will go out with a bang.'' said Jase with a cheesy smile.

"Always mr funny hey Jase, alright I just hope it still works said Ben as he drifted closer to Jase as the Omnitrix and Nemetrix neared they both activated and energy from both started to get released as they synced.

"What is happening.'' asked Jase.

"I don't know.'' said Ben

Meanwhile outside

"Yessssss the power of the omnitrix and nemetrix both mine.'' said Malware as he healed but then started to feel sick.

"What is happening to me.'' asked Malware.

Inside Malware the omnitrix had dragged it's self to the Nemetrix and it's face plate and the nemetrix face plate touched and synced with it their energies were combined and started to tar Maleware apart.

"NONONO this can not be happening to me.'' said Malware as All of a sudden, a large explosion blew Malware apart and scattered him across Galvan Prime, his body parts then shrivled up and turned to ashes.

"Ben, Jase.'' Max called out looking for the two boys.

"Save your breath Max tennyson.'' came the voice of First thinker Azmuth.

"Ben and Jase..." Azmuth answered, his voice shaky. "They are both gone."

Max looked at Azmuth with horror in his eyes and on his face. It couldn't be true. His grandson couldn't be dead.

"WHAT NO NO NO NOOOOO BEN, NO BEN!" Max cried out. "This can't be true! He can't be dead!" He fell to his knees and broke down and started to cried his eyes out.

Gwen, Kevin, and Rook ran over to Max and Azmuth's position. They heard the explosion that shook the entire planet, but also overheard that Ben and Jase were dead.

Rook tried not to cry but some tears fell, he saluted his fallen comrade his partner, his friend. _"Good bye, Ben." thought rook as he then lost it and started to cry._"It should have been me.'' said Rook.

Gwen didn't take it well. She collapsed to her knees, sobbing uncontrollably. Kevin knelled by her and tried to comfort her, but he too was filled with grief. The boy that he was once enemies with years ago, the one that had given him a second chance and trusted him, his best friend, was now dead.

"Good bye Ben I hope you and Jase find peace.'' said Max.

"There is no need to be sad.'' came a voice as they turned to see Professor Paradox

"Young Ben and young Jase are not dead they have just been sent accidentally to another universe.

"What you mean they are alive they can be saved brought back.'' asked Max as he walked to Professor Paradox.

"Yes tho I will need time I have no idea were they went but they are alive. That much I ashore you, and I will try to find them sadly it will take time.'' said Professor Paradox

"How much time.'' asked Max.

"I do not know but rest a shore I will not rest till Jase and Ben have both been Safely returned.'' said Professor Paradox before teleporting away.

"I hate when he dose that.'' said Kevin.

"Now what.'' asked Gwen.

"We wait it's all we can do short of praying.'' said Max.

Ben and Jase were flying through a white vortex both feeling a huge amount of pain. Every cell in their bodies were screaming. the pain they felt, it was unlike any either they had experienced in there lives.

When they exited the vortex everything went black.

"Ah..." Ben screamed as he shot up from a bed he was in. He then noticed bandages all over his body.

Why am I in a bed? Ben asked but then Remembered what Happened

"Jase.'' Ben Said as he got up but as he did his body started to hurt. "Where are ya man.''

"Over here man.'' came Jase's voice as Ben looked at another bed and saw Jase with his torso and arms in bandages

"Oh man am I glad to see you.'' said Ben as he almost fellow out of bed.

"were are we.'' asked Ben. as he then looked around and saw they were in a hospital room.

The door of the room they were in came open and in came a doctor. Who looked shocked that Ben and Jase were awake.

"Your awake impossible, incredible.'' said the doctor.

"Ah can you tell us how we got here.'' asked ben.

"Ah well a young girl and a young boy found you and brought you here.'' said The doctor. "I best go get them.'' He said as he left.

A few moments later a blond haired girl and a pink haired boy fallowed by a flying blue cat came in to see the two boys.

"I cant believe it you really are awake.'' said the girl.

"I thought they were dead.'' said Happy.

"Yeah me to.'' said the pink haired boy.

"You to shut up.'' said the girl.

"Ah excuse me but who are you.'' asked ben.

"Oh right I'm Lucy. And the guy with the pink Hair is Natsu and the cat is called Happy.'' said Lucy.

"so how are you two still alive.'' asked Natsu.

"Good question.'' said Ben.

"Yeah how did we survive the explosion.'' asked Jase.

"Explosion you two were in an Explosion.'' said Lucy getting all freaked out.

"OK cool it we can explain.'' said Ben.

"Tho I think it will be a bit hard to.'' said Jase.

Ben slowly got to his feat and said " Can you tell us where we are?"

"You are in a small town the country of Fiore." replied Lucy.

Ben and Jase eyes both widened. '' Do you know who I am?" asked Ben

"No sorry. Don't tell me you've got amnesia.'' asked a panicked Lucy.

"Hey, Calm down okay. I don;t have amnesia. And my name is Ben, Ben Tennyson"

"and I'm Jase lee.'' said Jase.

"Yeah and I get the feeling were are not on Galvan prime anymore.'' said Ben.

"What gave it away.'' asked Jase Sarcastically.

"Hey what are you talking about.'' asked Natsu.

"Yeah and what's the galve what did you call it.'' asked Happy.

" Look this will sound weird but. I swear it is all true" Ben and Jase began explaining everything to Lucy, Natsu and Happy.

**OK that is it for now sorry if it is not very long I promise to try and make them longer. please review and until next time this is Myzor king of war signing out**.


	2. Chapter 2

Chapter 2 joining fairy tail

**OK before I start the story I just want to let everyone know that Jase only has access to Predator aliens in the Nemetrix. He and Ben have not gained each others aliens so no asking any questions about that OK they have not swapped any aliens or gained any of each others aliens OK none of that. And I have made a number of Predator's for Jase to turn into as well as some ultimate forms so I do not need help with that for now so no need to send me any ideas OK so please don't until I ask. I also re-watched a number of episodes of fairy tail to help make this and other Chapters and based many of the things they saw on things they said in the episodes also I won't be doing desriptions of how characters look since most of you already know what they look like and cause it takes to much time away from the plots. Tho i will describe new aliens and predators Anyway on with the story.**

Ben and Jase had a hard time trying to tell Lucy and Natsu and Happy that they came from another universe. but in time they soon started to believe them. And they told them of the world they were all in now. As Lucy began explaining to Ben and Jase that they were in a world that was called Earth Land and here magic was a part of people's daily lives. Mages existed in this world people who could use magic. However, they only made up 10% of the population could use magic. Usually the mages worked in groups called guilds, doing various jobs for the community. Natsu was a member of fairy tail the most powerful and most popular guild in the kingdom. And he was taking Lucy there to join when they found Ben and Jase and brought them to the hospital after they fell out of a portal.

and after a few days Ben and Jase were back to normal. And they decided to go with Natsu, Lucy and Happy to Fairy tail in hopes that their guild master could find a way or find someone to send them home.

**Sometime Later.**

Jase as **Omnivoracious **was giving Ben and Lucy a lift through the air while Happy carried Natsu. after half a day of flying they arrived at the town of all flew to a large building with the name Fairy Tail guild on the front of it. They all landed on the ground in front of it. Ben and Lucy jumped off **Omnivoracious **back. Happy dropped Natsu on the ground.

With a bright Red flash Jase stood in place of **Omnivoracious **and sighed in relief " So We finally reached got here." said Jase.

"Welcome to Fairy Tail" Happy said sitting on Jase's shoulder as he gazed up at the building.

Lucy stood and stared up at the Fairy Tail guild hall in wonder with her jaw opened slightly. She had never seen a building quite like it.

" Wow, It's so big" Lucy awed .

"I've seen way bigger.'' said Jase.

"It shore looks nice" Ben said with a smile

"It sure is. It's our home" Natsu replied with a grin

"Hey Jase Thanks for the lift . I really mean it." Lucy said softly with a bow.

"No prob you helped us out so we wanted to help you.'' said Jase.

"Alright guys let's go on in" Natsu said as he slammed the door open and yelled out "WE MADE IT BACK ALOVE"

''WE'RE HOME.'' said Happy.

"So I herd you went and wrecked a huge oart of a town Natsu had to go causing trouble.'' said a guy said as Natsu as he jumped up and kicked him in his kick your ass.'' stated Natsu.

"Hey I was just passing on a rumor I hurd.'' said the guy.

"You mien you sent me their cause of a rumor.'' yelled Natsu.

"You wanna fight let's go.'' said the guy as Natsu punched him which in turn started a all out brawl.

"Wow I cant believe it I'm actually in the Fairy Tail guild hall" Lucy squealed with joy.

"With the way things are going. I doubt it will last longer" Jase stated as he saw entire guild get into an all out battle royal. Then his eyes went to a brunet haired woman who was drinking beer... from a barrel of beer. She was actually holding it up and drinking from it.

"Wow.'' said Jase.

"Yeah how can she drink that much.'' asked Ben.

"Not that I didn't mean that.'' said Jase.

"Huh then what did you mean then.'' asked Ben.

"So Natsu is back. Let's settle out fight from before" Ben and Jase looked to a teenager called Gray who was wearing only boxers.

"Dude there are these things called cloths." Ben said.

"You should wear some.'' said Jase.

Gray looked down and yelled as he freaked out "WhAT NOT AGAIN OH I DON'T HAVE TIME FOR THIS.'' He said as he went to fight.

"Another one of those undignified guys" Cana sighed as she returned to her drinking.

"It's only noon and you are already causing a fuss. You should fight with fists to prove your manhood" Yelled large man by the name of Elfman only to get punched out by both Gray and Natsu.

"It's so noisy around here" A voice said causing Ben and Jase to turn around to see a fellow by the name of Loki sitting with two girls sat on his lap. Still he got hit in the head with a bottle and fell down.

"I'm going to go fight" He said standing up but gave the girls a wink. "But only to protect you two" He said making both have hearts in her eyes

"Great a playboy" Jase groaned.

"Yeah.'' groaned Ben.

"Is there anyone sane here?" Asked Lucy.

"Hey what about us.'' said Jase and Ben.

"Oh right sorry.'' said Lucy.

"My , My New comers are you looking to join our guild?" Came a soft voice said causing Ben Jase and Lucy to turn around.

"OMG its Mirajane Strauss?" Lucy screamed with stars in her eyes. From her expression Ben and Jase figured that she was possibly a celebrity.

Lucy's attenuation was then drawn back to the fight as a chair flew by. Barley missing her head.

"Why don't you stop them?" Lucy panicked

"OH dear" Mirajane sweat dropped as she saw the guild hall was totally messed up then she replied with a bright smile " Don't worry about that it happens all the time. Besides..."

Before Mirajane could finish her sentence a bottle hit her righ in the head causing her to fall to the ground.

"Hey are you alright?" Ben panicked

"Yes and besides isn't it fun this way" Mirajane said with a bright smile. But their attention went on a large bruise which appeared on her forehead

"Enough is enough" said Ben as he turned to Jase. ''Jase.'' said Ben

''**Tyrannopede.**'' asked Jase.

''**Tyrannopede.**'' said Ben with a grin.

Jase then went outside the guild a few feet from the enterence, as Lucy and happy looked on wondering what he and Ben were talking about.

Jase then Tapped the Nemetrix and after a bright red flash a creature that resembling that of a carnotaurus or a tyrannosaurus with a horn on it's forehead with a segmented purple and gray body and a red head .four legs and six small arms with two clawed fingers on them with the Nemetrix on it's neck.

Lucy and Happy screamed in terror, they could not believe Jase could turn into such a creature as he let loose a mighty roar that that made the guild hall shake and it's members flying into a wall. All the members looked on at the huge creature before them with awe and fear.

"WHO ARE YOU?" Another Giant yelled as he entered in the guild. He was smaller than ''**Tyrannopede.** said as he stepped on Natsu who declared himself the winner.

"Master He is 1 of 3 new members" Mirajane said as Jase changed Back.

"OH Alright then" Within a puff of smoke the giant turned into a dwarf. " Nice to meet you I'm Master Makarov." He said

"Same here" Ben said with a smile

"Yeah likewise.'' said Jase as he walked in.

"Impressive use of Takeover magic" Makarov complimented with a smile and jumped on the railing, As he stood looking at everyone sternly.

"You have gone and done it again you you kids.'' Yelled Makarov waving a thick pile of paper at them. "Just Look at all the paper work the magic council has sent me. This is the biggest pile yet" he said.

"Gray" He said gaining the black haired boy attention. "Good work that last job of yours, but you walked around the town naked and stole a pair of pants that were being dried."

Gray shrugged slightly. It was nothing new to him until he realized his clothes were missing once again.

"Elfman you punched out a VIP that you were suppose to be escorting."

"He said men were all about education" Elfman said.

"Cana stop buying Alcohol and charging it to the council."

"So they finly caught on to that huh" Cana said as she kept on drinking.

"Loke stop flirting with the grand daughter of Councilman Elder Reiji."

Loke just smirked.

"Natsu" Makarov said gazing down at the pink haired boy. "The rst of these are to do with things you wrecked and destroyed"

"And I thought I made a mess of things.'' said Ben.

"Man these people are crazy.'' said jase.

"Listen the council is constantly mad at me and on my case 24/7" Makarov yelled causing everyone to wince slightly.

"How ever I say to hell with the damn council" Stated Makarov as he lit the pile of papers a blaze. Making Lucy look up at him in surprise.

"Now listen up any power that surpasses reason still comes from reason right. Magic isn't just some kind of miraculous power it isa talent that only works when the flow of energy inside of us and the flow in the natural world are in perfect synchronization. To perform magic, one must have a strong mind and the ability to focus. It should take over your being and come pouring out of your soul. If all we do is follow rules the council try's to push on us then our magic will never progress. Don't let those blowhards in the council scare you. Follow the path you believe to be true because that what makes the Fairy Tail guild number one."

Everyone began cheering as the speech came to a close and stuck their hand in the air making the Fairy Tail symbol.

"OK enough now all of you better fix the mess you maid if you wish to avoid punishment.'' said Makarov.

"Hey Ben, Jase were did you go.'' asked Lucy as she saw that Ben and Jase were both gone.

Ben and Jase walked out of the guild. Ben activated the omnitrix and became **Clockwork **while Jase became **Killtime **a humongous bird, big enough to swallow a human whole. He has an owlish face with ears shaped like the ears of a bat, yellow fur or feathers around his neck, and red feathers and wings. His tail feathers have two that are ribbon-like as they are longer than the rest and they trail behind him, he had red eyes and fangs on his beak. He was now **Clockwork's** predator

Both glowed and in seconds the guild haul was restored and both returned to their human forms as the others all came out. And were amazed at what just happened.

"They fixed the guild haul in seconds.'' said Gray.

"Yeah it's liks new.'' said happy.

"Wow, That was amazing we really need people like you" Mirajane squealed.

Makarov jumped on them and hugged them with teary eyes. And called them the solution to all his troubles.

"This is uncomfortable.'' said Jase.

"And creepy.'' said Ben.

**Some time later **

Jase and Ben each got a guild mark on their left shoulders Ben's was green while Jase's was red

Jase later went to lie down and get some sleep while Ben sat down to eat something.

Natsu came up to Ben and Jase.

"Hey Ben,Jase one of you wanna fight me" Natsu yelled.

"No sleep now fight later.'' said Jase. As he went back to sleep.

"Sorry man to tired and hungry eat now fight later.'' Ben said but before he could get back to eating Natsu jumped on him and his face went into his food. Ben survived but his food didn't. It was splattered all over his face. Natsu then jumped on Jase then off him waking him up.

"What the hell you trying to kill us.'' asked Jase in Pain as he held his stomach.

"You are so going to regret doing that." Ben yelled as he stood up and pulled out the Omnitrix.

"Come on Jase, this guy is not gonna stop till we give him what he wants.'' said Ben.

"The 2 of us against him.'' asked Jase.

"That's fine by me.'' said Natsu as he charged at Jase who just barley dodged it and then grabbed Natsu's arm and flipped him.

"Woh dude.'' said Ben. "that was cool.''

"Less talking more fighting" Natsu said as he got up and grabbed Ben and Jase then threw them outside.

"Aright that is it now you asked for it.'' said Ben as Jase stopped him.

"No I wanna fight him.'' said Jase.

"You shore.'' asked Ben.

"Yeah I need to learn to fight and win on my own.'' said Jase.

"Alright take him down.'' said Ben.

Jase tapped he nemetrix and after a red flash there stood **Crabdozer.**

He then charged at Natsu and kicked him into a wall.

"Oh yeah it is on now.'' stated natsu as he started to gather up flames.

''Dragon Slayer's Secret Art Crimson Lotus: Exploding Flame Blade.'' Yelled Natsu as he swiped his arms in a circular fashion, creating a powerful, and highly destructive, torrent of flames that shot at **Crabdozer. **who just crossed his from legs together and took the hit.

"JASE, Natsu what is wrong with you you might of killed him.'' said Lucy.

"WRONG.'' came a voice shocking everyone as the smoke from the blast cleared and there stood **Crabdozer **unharmed with not even a scratch on him the whole guild's members Jaws dropped not believing what they saw.

"He survived it and with out a scratch.'' said Cana.

"Now he is a definitely a real man.'' said Elfman.

"Alright Jase.'' said Ben.

"Oh yeah I'm all fired up now.'' said Natsu as he charged at **Crabdozer** who then changed into **Mucilator ** a fat, grey, rock-skinned creature with purplish-pink spheres, on it's body and 3 toed feet.

When Natsu attacked him he got stock in the sticky sack on **Mucilator's **stomach.

"Hey what is this.'' asked Natsu as he tried to get out but the more her tried the more he got pulled in.

**Mucilator ** then started to hit Natsu with both his front legs then started to shack the sack Natsu was in.

"Stop I'm geting sick.'' said Nastu as **Mucilator ** then pulled him out and threw him to the ground.

"Ok that is it, no more mr nice Dragone.'' said Natsu as he lunged at **Mucilator ** and punched him only to bounce off him.

"Hey what gives.'' asked Natsu as he started to punch and kick **Mucilator ** over and over again and each attack bounced of him.

"Alright Let's see you stand up to this.'' said Natsu as he gathered flames into his mouth. Jase got ready for it as Natsu's mouth curled up in a shape of balloon.

"**Fire Dragon's Roar " **Natsu spit out a large stream of fire at Jase at near point blank range as Jase turned back into **Crabdozer** and once More just crossed his front legs again and their was an explosion.

"JASE.'' Ben and Lucy yelled.

"Natsu I think you over did it.'' said Gray

"That the best you got sissy.'' came **Crabdozer**'s voice**. **walked out of the smoke unharmed the whole guilds Jaws dropped to the ground.

**"**He took Natsu's most powerful attack at near point blank Range.'' said Mirajane.

"And he is still standing with zero harm not even a scratch.'' said Cana.

"Alright Jase get him.'' said Ben.

"what you call me.'' asked Natsu as he got ready to strike as he encased himself in flames.

He then began a chant '' With a flame on the right hand...and a flame on the left hand... When you combine the flames together... **Fire Dragon's Brilliant Flame.'' **Said Natsu as fire covered both of his hands and then joins them, creating a large fireball and threw it at **Crabdozer** who just crossed his legs again and took the attack.

"Ha I win.'' said Natsu as **Crabdozer** came charging at Natsu and kicked him.

"You were saying.'' asked **Crabdozer**.

"OH YEAH I AM LOVING THIS.'' stated Natsu as he shot up as he encased himself in flames again.

"**Fire Dragon's Sword horn" **Natsu yelled as he looked like a fireball itself and dashed towards **Crabdozer **like a bullet

"What the.'' said Natsu as he **Crabdozer ** Quickly jumped up over Natsu **Crabdozer **much to Natsu's shock as he did not think something that big could jump very high as **Crabdozer **kicked him into a wall.

"Had enough.'' asked **Crabdozer.**

"You kidinng, your geting me all fired up.'' said Natsu. as Jase then turned into a large purplish gray bee/moth-like creature. with sharp fangs, four legs, two sharp teeth, a dual-stinger on its tail, two antennae on it's head, and four wings. with a red spiked collar with the Nemetrix on it he Had become **Hypnotick**.

"Another takeover He really is a real man.'' said Elfman.

Everyone's jaw dropped as Natsu passed through Jase's body...As if he were made of wind and went into a wall.

"Do you give up yet.'' asked **Hypnotick.**

"No not on your life your getting my all fired up.'' said Natsu as he charged again this time **Hypnotick **took the sky and hovered a few feet over Natsu then started to flap his wings and created red colored pattern of concentric and overlapping circles that went into Natsu's eyes and left him with a dazed and happy look confusing everyone but Ben as Natsu just stood there Jase then changed back and fell as he did he delivered a powerful double kick to Natsu's face that knocked him out.

"Finally The job is done" Jase tapped on the symbol once again and reverted back to his human form. He fell onto his knees and started panting. Man! That was really tiresome.

"Great job Jase" Lucy chirped as she patted on Jase's shoulder. " I didn't know you were that good"

"But the guild hall is broken once again" Makarov sighed

"Umm..Don't worry we can will fix it for you again" Ben stated. as he and Jase then went and became **Clockwork **and **Killtime **and undid all the damage done by the fight. Makarov let out a sigh of releaf.

"That was a good match. Congrats Jase. You wone" Makrov clapped as the whole guild roared with praise. That new guy w as surely something.

Elfman then placed Jase on his shoulders and brought him in the guild hall.

''Make way real man coming through.'' said Elfman as he put on a chair and everyone gathered around him.

"I gotta say you got some moves on you.'' said Gray as he patted Jase on his back.

"Thanks dude but next time could you be wearing cloths.'' asked Jase.

Gray then saw he was only in his underwear. "Damn it not again.'' said Gray as he tried to find his cloths.

"He is right your pretty tough.'' said Cana who was siting next Jase.

"Ha yeah thanks.'' said Jase, "I'm Jase.'' said Jase.

"I'm Cana.'' said Cana as she handed Jase a drink. ''Thanks.'' said Jase as he drank it and he and Cana had a few chugs of beer.

"Well Ben what do you think of our guild.'' asked Mirajane.

"I think I'll like here.'' said Ben as he sat down next to Lucy.

**Some time later.**

Lucy found herself a new home to live in well live in with Jase and Ben whom Lucy invited to live with her since she felt they were her responsibility since she found them.  
Lucy just finished taking a shower and put a towel around her as she walked out the bathroom.  
"Hey were are my cloths.'' asked Lucy.  
"Here ya go.'' came a voice as someone gave her her cloths.  
"Thanks wait a sec.'' said Lucy as she turned to see Natsu and Happy and let out a scream.  
"Lucy are you alright.'' came Ben's voice as he and Jase entered her room to see Lucy trying to strangle Natsu and Happy as her Towl fell down and Jase and Ben's eyes popped out and their mouth hit the ground. when Lucy relised what happened she let another scream leave her lips.

THE NEXT.  
A pissed off Lucy walked to the guild With Jase Ben Natsu and Happy.  
"Man what's her problem.'' asked Natsu as Ben and Jase both punched.  
"You and your cat is what.'' said Ben.  
"And cause of you she is also mad at us.'' said Jase as they arrived at the guild.  
They entered just as a young boy ran out of the guild in tears.  
"who was that.'' asked Lucy.  
"Romeo.'' came Mirajane's  
"His father Macao is in the guild.'' said Happy.  
"Yes he went on a job to Mt. Hakobe a while ago and has yet to come back.  
Natsu after hearing that turned around and walked off, "Hey Natsu were are you going.'' asked Lucy.  
"He's going to save that Macao guy who else.'' said Ben as he started to fallow Natsu with Jase right behind him along with Happy.  
"Coming Lucy.'' asked Jase.  
Lucy not shore just fallowed tho getting a feeling she would regret it. as they walked they passed by Cana.  
"Hey were are all of you going.'' she Asked.  
"To find Macao.'' said Happy.  
"Wanna come with.'' asked Jase.  
"Meh why not got nothing else to do.'' said Cana.

Some time later

they had reached Mt. Hakobe.  
"It's freezing.'' said Lucy as she took out a silver Key.  
and summoned a spirit that was a tall brown grandfather clock with long, black arms, a glass case, a Roman-numeral clock at the center and a small face at the top with slit eyes and a thin, twirly, mustache-like mouth.  
Lucy and Cana hoped inside.  
"Ok what is this.'' asked Ben.  
"It is could outside so I summoned Horologium so I and Cana could go inside the Lady says.'' said Horologium.  
"OK.'' said Ben as he shivered a bit.  
"I think we better change this is cold even for me.'' said Jase as he tapped the Nemetrix and turned into Hypnotick while Ben activated the Omnitrix and became Big chill.  
Big chill started walk while Hypnotick flew over them.  
"Why have you both turned into giant bugs the lady asks.'' said Horologium.  
"Simple both Hypnotick and Big chill are immune to the cold this way we can keep moving and not feel a thing.'' said Big chill.  
"Quiet I hear something.'' said Natsu as anthropomorphic monster that resembled primate with large arms and a horn on it's head burst out of the ground and grabbed Horologium with Lucy and Cana still inside and ran off.  
"Help us the lady demands.'' said Horologium as he was carried off.  
"After him.'' said Big chill as they fallowed after him.  
"YEAH GET HIM.'' yelled Natsu as the ground started to Shake and Big chill hit Natsu on the head.  
"Smooth move moron you just caused an avalanche.'' said Big chill as an avilanch happened Hypnotick saved Natsu and Happy by swooping down and grabing them in his mouth.

Some time later

The creature was Chasing Lucy and Cana around his lair.  
"Stay away from us you filthy Vulcan.'' said Cana as she took a card out "Jolt of Fate.'' said Cana as the card hit the Vulcan with a electrical shock  
"My turn.'' said Lucy as She took out a golden Key "Open, gate of the Golden Bull, Taurus!"  
an extremely tall, heavily muscular and athletic humanoid whose physical features are highly reminiscent of both a bull, as his theme implies, but, most notably, of a cow. His body is covered in a black and white pattern similar to those of dappled cows, and the upper part of it, from the waist up, seems more massive than the lower one. His head is bovine in shape, with small, elongated ears jutting outwards from the sides of his head, and a pair of horns, testifying him as a bull, sitting on top of it. He has dark eyes, and his flat nose bears a large golden ring in it,  
"MOO!" he roared and I sighed. "Good to see your body Lucy!" said Taurus.  
"Shut up and fight him," Lucy ordered and Taurus grinned before Punching the Vulcan in the face.  
"Ok now it is on.'' said The Vulcan as he punched Taurus back.  
"MOO he hit's hard.'' said Taurus as he fell down the ground then started to shake and then out from under the Vulcan came a a giant worm-like creature with sharp teeth, a wide beak-like mouth, and a tail ending in a pincer like set of spikes. is had a lavender and orange hide, a white underbelly, grey spikes running down it's back four red eyes and four red insectoid legs on each side near the front.  
"WHAT IS THAT.'' said Cana as Lucy saw that the worm had a familiar collar around it's neck as it crawled out of the hole fallowed by Big chill Natsu who launged at the Vulcan and punched him in the face then kicked him in the gut them upper cut then tossed him Big chill who Went Four arms and punched him un the gut and face both at once with all four of his arms several times then picked him up and spun him around and threw him into a wall, then punched him some more.  
"Stop hitting me it's very painful.'' said The Vulcan as Four arms punched him sending him flying at Jase who was still Slamworm who swatted the Vulcan with his tail.  
"MOO my turn.'' said Taurus as he kicked the Vulcan in the face.  
Four arms then Grabbed the Vulcan jumped up and piledrived him into the ice then lifted him up and threw him into a wall.  
"Yeah I'm getting all fired up.'' said Natsu as he ran at the Vulcan who glowed and vanished to reveal Macao shocking everyone as Natsu stoped inches from Macao's face as Macao glowed and the the Vulcan re apeared and punched Natsu to the ground and started to jump on him till Jase went Crabdozer and swatted the Valcan off Natsu.  
"Ok what is going on here.'' asked Lucy.  
''It's the Vulcan it's Taken over Macao's Body.'' said Cana.  
"They can do that.'' asked Happy.  
"Yep it's how they survive.'' said Cana.  
"Oh yaeh once more I'm geting tired of this body I think I'll Take yours.'' said Valcan looking at Jase as he jumped at him to try take over his body only for the Nemetrix to repelled him like the omnitrix did Zs'Skayr.  
"OK that was wired.'' said Cana.  
"OK since I can't take over your body I think I'll just kill you.'' said the Vulcan as he started to try and push Crabdozer over a ledge who thanks to the ice and snow was having trouble staying put..  
"Ohno Jase.'' said Lucy.  
"Jase go ultimate.'' said Ben,  
"Go Ultimate.'' what dose Ben mean by that.'' asked Cana.  
"I don't know and I've known them longer then anyone in the guild.'' said Lucy.  
Jase Crabdozer tapped the Nemetrix and started to evolve he doubled on size most of his body changed to resemble a lobster with eight legs as big as normal Crabdozer legs he also had four arms two with pincers the other two with three fingered claws his head mostly only with triceratops-sheild-like head armor and now had two horns growing from the top of his head and his other horn now bigger.  
Lucy Taurus Natsu Cana and Happy's mouths hit the ground as did the Vulcan Ultimate Crabdozer push back sending the Vulcan into a wall then spat out several of wrecking ball sized flaming meteors at him each hiting there target.  
Ultimate Crabdozer then Grabbed the Vulcan and brought him to Ben.  
"Now let our guild Mate go now.'' said Four arms .  
"N-n-n-never.'' said the Vulcan.  
"Have it your way.'' said Four arms as he slapped the omnitrix and Became Toepick scaring Lucy and Happy who held onto each other in fear.  
"Not that form again.'' said Lucy and Happy.  
"What is wrong with you.'' asked Natsu.  
the metallic cage on Toepick's head opened, showing his face to the Vulcan who then turned white with fear as he let out a scream of horror, as a chain of sounds began: terrified screams, agonized wailing, roaring, unholy groans and wails, hissing, and deep demonic laughter escaped from Toepick .  
"Now you were saying.'' asked Toepick.

"OK ok ok ok ok you win I'll leave this body just please leave me aloneeeeeee.'' cried the Vulcan as Ultimate Crabdozer let him go and he did what he said and left  
Ben and Jase changed back to normal as they helped a injured Macao to over to the others who were shocked beyond words.  
"Ah parden me sir are you Ben 10.'' asked Taurus.  
"The one and only.'' said Ben as Taurus got all fanboy and freaked out as he brought out a autographbook begging Ben for his autograph as he sighhed and gave him what he wanted, once done Taurus started to dance.  
"MOO the others are gonna be so jelouse.'' said Taurus as he wen't home.  
"Well what's say we leave aswell.'' said Ben.  
"Hey hold up what was that how did another of my spirits know you.'' asked Lucy.  
"And whar was that takeover.'' asledd Cana.  
"It is a very long story.'' said Jase.  
"Once more we got better things to do like get this guy back to his son.'' said Ben as they all left.

Some time later

back in town as they reached the guild Romeo saw them and ran to his dad and hugged him.  
"Well I'd call this a happy ending.'' said Jase.  
"Oh yeah and also before I forget.'' said Cana as she kissed Jase on the cheek making him blush. ''Thats for the save.'' said Cana as she walked back in the guild.  
"Great I helped out to and only he gets a kiss.'' said Ben as Lucy then kissed Ben on his cheeking him blush. ''Better.'' asked Lucy as Ben nodded.  
"Oh yeah.'' said Ben. As he watched the happy tearful reunion between Romeo and his dad.

**Hi everyone tried to make this as good as I could I just thought that Jase deserved to win a fight against someone like Natsu to show what he can do. Please review.**

**Till next time this is Myzor king of war signing out.**


	3. Chapter 3

chapter 3 the lullaby.

**Before we start I would like to state I will only be describing the appearances of aliens and characters that are not from either Ben 10 cartoons or fairy tail just takes to much time away from working on the plots. And Ben and Jase have not gained each others aliens none of them OK Jase can only turn into Predators and ben can only turn into the aliens he has gained over the years. and I'm good for ideas for aliens and predators. anyway on wuth the story.**

At the guild.

Ben and Jase had just got back from a job they took while Lucy had gone with Natsu and and Happy for one.

Ben sat down to eat while Jase was drinking with Cana both having fun.

Ben was thinking of his home his family his friends and mostly Ester. And was wondering if Jase missed his parents and his little brother then again he did seem to have issues with them.

As Ben finished eating Natsu Lucy Happy and Gray burst into the guild hall.

"Hey how did the job go.'' asked Ben.

"Is she here yet did we get here first.'' asked Natsu.

"Is who back.'' asked Jase.

"Erza.'' said Natsu Happy and Gray, scaring everyone but Ben and Jase.

"Erza who's Erza.'' asked Jase.

"Only one of the only one of the 6 strongest members of our Guild.'' said Cana, as a young red headed woman caring a huge horn decorated with gems came into the guild.

Every one but Lucy Ben and Jase went to great Erza

"Welcome back Erza.'' said Natsu and Gray all body like for what ever reason.

"What is with them normally they are fighting like crazy.'' asked Lucy.

"Well they both fear Erza and behave around her.'' said Mirajane.

"Yikes she must be one dangerus woman.'' thought Ben.

"What is that thing you got there.'' asked member of the guild.

"A horn from a monster I slayed the towns people decorated it and gave me it as a thank you gift.'' said Erza.

"Well we are glad you came back safe.'' said Mirajane.

"Were is Master.'' asked Erza.

"He was Summoned to a meeting of Guild masters and will be gone awhile.'' said Mirajane.

"Thank you and I hear we have new members in our guild including 2 new take-over mages.'' said Erza.

"Yes they are Ben and Jase.'' said Mirajane pointing each boy.

"And that is lucy.'' said Mirajane pointing to Lucy.

"Hello.'' said Lucy.

"Yoh.'' both Ben and Jase said as they got back to what they were both doing.

Erza walked over to both of them and grabbed them both by the shirts and threw them to the floor.

"Hey.'' said Ben.

"What gives.'' said Jase.

"I wish to see if you two are as good as I have herd.'' said Erza who took out a sword and started swing at them, barly missing them Jase out of the blue grabbed erza by her arm tripped her and tossed her to the ground, as the whole guild's jaws hit the ground.

"Impressive beast king.'' said Erza.

"Beast king.'' said Jase.

"That's name people have been calling you the Boy who turns into beast unseen by anyone.

"I'm not that great Ben is way better.'' said Jase.

"Modest I like that in a man.'' said Erza.

"Is she hitting on Jase.'' asked Lucy.

"She better not I saw him first.'' said Cana.

Erza charged at Jase as Ben activated the omnitrix and in a bright Flash stood **NRG **as he got in Erza's way and when he sword hit him it broke shocking her as he tapped the omnitrix and became **Swampfire **and punched Erza in the face then picked her up spun her around and threw her out the guild.

"Come on Jase let's go.'' said **Swampfire **as they ran outside to were erza.

"Not bad Ben.'' said Erza as she started to attack again.

"Take this.'' said swampfire.'' as he stretched his arm out to punch erza who blocked it with her sword and rushed Ben.

''Moon Flash'' said Erza as she sliced Swampfires arms and head off.

"Ben.'' yelled Lucy.

"Erza what did you do.'' asked Natsu as erza realized what she did.

"I did not mean to it was an accident.'' said Erza as swampfires right leg stretched out and kick erza shocking everyone as vines sprung forth from swampfire's body parts and re-attached his head and arms.

"I hate it when that happens said Ben.

The guild was shocked but also relieved that ben was alright.

"Time to heat things up.'' said Swampfire as he fired streams of fire from his hands at erza who did not see it coming and barley dodged it.

''Flame Empress Armor'' said erza as she called it forth. ''Flame Slash.'' said Erza as she unleashed a fire attack at **Swampfire ** while tapped the Nemetrix and went **Crabdozer **who blocked it with one of his legs then charged at Erza who charged back just before they met Chase changed into **Buglizard** and dove right under a shocked erza and breath his yellow mist making it hard for Erza to see as Ben went **Diamondhead **and punched Erza in in the face then grabbed her by the neck and choke slammed her.

Jase then turned into a giant snake/worm like creature with a nearly shark like face. a face with a rocky exoskeleton. and a mouth filled with razor sharp teeth.

"Say hello to **Root shark**.'' he said and wrapped his tail around Erza lifted her up and brought her down hard the let go.

as Erza got up Ben went **Echo Echo** and unleashed a sonic cream that sent Erza into a wall.

"Had enough yet.'' asked **Echo Echo**.

"Not by a long shot.'' said Erza as she got back up and ready to attack.

Jase went and changed into **Terroranchula** and as he approached Erza he tapped the Nemetrix and went **Ultimate Terroranchula **who looked like Phil in his alien form only with 8 legs that resembled the legs of reguler **Terroranchula **4 on each side of his torso and he had scorpion pincers and a scorpion tail and stinger he Grabbed Erza by her arms and pointed his stinger at her Neck, as Ben again went **Diamondhead** turned one of his hands into a sword and pointed it also at Erza's neck.

"Now do you give up.'' asked **Diamondhead.**

"I yealled.'' said Erza as Ben and Jase changed Back everyone else was silent as they were shocked that 2 newcomers beat Erza but soon started to chear as Jase and Ben helped Erza up.

"Well I think I could use your help.'' said Erza.

"On what.'' asked Jase.

"Meet me at the train station in 2 hours and I'll tell you Gray Natsu you come as well.'' said Erza as she left to get ready.

**Some time later **

at the Train station.

Ben Jase Natsu Gray and Happy were waiting for Erza and Lucy and Cana came along aswell.

"Sorry to keep you waiting.'' came Erza's voice.

"Lucy Cana what are you to doing here.'' asked Erza.

"We invited them is that ok.'' asked Natsu.

"Sorry if we have upset you.'' said Lucy.

"It's alright the more Help the better, now everyone on board and I'll tell you why I asked you all here.'' said Erza.

"Do we have to Go on a train.'' asked Natsu.

"Oh shut up hothead.'' said Gray.

"You say something frosty.'' said Natsu.

"Are you to fighting you know how I feel about that.'' said Erza as they Stoped.

"No we are not.'' they said together.

"Don't tell me you refuse to ride the train because of your motion sickness.'' said Lucy.

"I can fix that.'' said Ben.

"Really how.'' asked Lucy.

"Easy but first Jase, go **Buglizard**.'' said Ben as Jase Tapped the Nemetrix and became **Buglizard ** who then ubleashed hus yellow mist around Natsu and Ben who then activated the Omnitrix and became **Pesky Dust** who then sent Bluish dust into Natsu's face who then blacked out and went to sleep as Jase and Ben changed back and Carried Natsu out of the mist.

"Whay did you do.'' asked Happy.

"Knocked him out.'' said Jase.

"Good idea.'' said Erza.

"Yeah now we don't have to listen to him moan.'' said Gray.

They all soon boarded the train and were on there way.

Our heroes were on the train heading to a town.

"So what is going on Erza.'' asked Gray.

"Yeah why did you want us come with you.'' asked Jase.

"Simple it's to do with a Dark guild called Eisenwald, they specialized in assassinations.'' said Erza.

"So their killers ha.'' asked Jase.

"In a way their Guild master was arrested back when they were a legal guild, after it was discovered they took on assassination request which are against the law, they were told to disband but they refused.'' said Erza.

"Let me guess they now want payback.'' asked Ben.

"Yes they now have the miens to do it.'' said Erza.

"How.'' asked Lucy shacking and sweating.

"Lucy wet herself.'' said Happy.

"It's sweat stupid cat.'' said Lucy.

"They plan to do it with a dangerous weapon called the lullaby.'' said Erza.

"Lullaby what are they gonna sing us to death.'' joked Ben.

"This is no joke Ben.'' Yelled Erza. the Lullaby emits a magic sound that is fatal to those who hear it save for the user.'' said Erza.

"Ok this sounds really bad.'' said Cana.

"Calm down Cana we got your Back.'' said Jase.

"You do.'' asked Cana.

"I promise.'' said Jase with a smile.

"Thanks Jase.'' said Cana Taking Jase hand in hers without her or anyone knowing.

"So do we know who in that Dark guild has it.'' asked Ben.

"Yes a mage by the Name of Erigor the Guild's ace.

"So to get the lullaby we need to get him.'' said Gray as Erza nodded as the train arrived at it's destination.

**Some time later **

"Is everyone here.'' asked Erza.

"Natsu isn't were is he.'' asked Happy.

"Wasn't he sleeping on Erza's Lap.'' asked Jase.

"Om my god I left him on the train.'' said Erza as the train started to leave.

"Oh no Natsu.'' said Happy as the train left.

"How could I have been so foolish.'' said Erza.

"Calm down I'll get him.'' said Ben as he activated the omnitrix and Became **XLR8 **and sped after the train.

"Hope he can get Natsu.'' said Lucy.

"Calm down he will be back soom trust me.'' said Jase, as he turned into **Panuncian **and laied down. ''Till then I'm gonna take a nap wake me when they get back.'' said Jase.

"Good idea were gonna need our strength.'' said Erza as she sat down and the others did the same.

"Their it is.'' said **XLR8 ** as he got to the train as he did a part of it exploded.

"Oh no Natsu what did you do.'' asked **XLR8 ** as he changed back to Ben as Natsu jumped out of the smake along with someone else.

"Ben glad your here.'' said Natsu, help me with this guy, he's from that Dark guild Erza told

"My name is Kageyama and you little fairy are about to get your wings clipped.'' said Kageyama as he got in a fighting stance. "Knuckle Shadow.'' said Kageyama as he sent a fist made of shadows at Natsu who swated it aside with a kick and charged at Kageyama with his fists on fire ''Fire Dragon's Iron Fist.'' said Natsu as he hit Kageyama in the face sending him into a train cart knocking it over.

"Oh yeah that's what happens when you insult Fairy tail.'' said Natsu.

"I'm not done yet Shadow Orochi.'' yelled Kageyama as he summoned up a giant eight headed and eight tailed Snake that attacked.

''Dragon Slayer's Secret Art Crimson Lotus: Exploding Flame Blade.'' Yelled Natsu as he swiped his arms in a circular fashion, creating a powerful, and highly destructive, torrent of flames that shot at the creature destroying it.

"What is with all the noise.'' came another voice as Ben Natsu and Kageyama who looked to several others leave the train including a man with a sycthe.

"Erigor.'' said Kageyama.

"Might I ask what is going on here and why you wrecked the train which was our ride.'' asked a pissed Erigor.

"it was not me it was them.'' said Kageyama pointing to Ben and Natsu.

"Silence Storm Bringer .'' said Erigor as he sent a powerful tornado from his left hand at Kageyama only for Ben to go **Fasttrack **and save him.

"Stay out of this.'' said Erigor as Natsu got ready to attack.

"FIRE DRAGON ROAR.'' said Natsu as he unleashed his attack at Erigor who just Barley dodged it.

"Why you get them.'' Ordered Erigor as his Men attacked Natsu who knocked them each down with a single punch.

"You idiots get up.'' said Erigor as the Ground shook and out of the Ground Shot up **Slamworm **as he then swated them aside.

"Jase what is he doing here.'' asked Natsu.

"I called for Back up when I saw the wrecked train.'' said Ben.

"That he did.'' came Cana's voice as she took out a card "Jolt of Fate.'' said Cana as the card hit the Mages with a electrical shock then threw another card ''Explosion Cards'' said Cana as the cards exploded scattering them

"Now time to cut them down.'' Erza's voice as she took out her swords and took the dark mages down but refrained from killing them just knocked them out.

"Think you should chill.'' said Gray as he froze them.

"Natsu Ben are you alright.'' asked Lucy.

"Yeah were cool.'' said Ben.

"Fools you forgot about me.'' Erigor as he charged at only for Jase to go **Slamworm** from to ''**Tyrannopede **and steped on on him then kicked him to Natsu punched him down then picked him up and threw him at Gray who kicked him to **Fasttrack ** who delivered several super fast punches to Erigor who fell down with a thump.

"Yes we wone.'' said Happy as Erigor started to chuckle.

"What's so funny.'' asked Lucy.

"You missed one of my guild Mates.'' said Erigor.

"Who are you talking about.'' asked Natsu.

"He means that guy you were fighting.'' said Ben.

"oh yes and he has the lullaby and soon we will have our vengance.

"what are you talking about.'' asked Erza.

"Screw you I'll die before I tell you.'' said Erigor.

"I got this Jase you know what to do.'' said Ben as Jase went from ''**Tyrannopede **to **Vicetopus **and wrapped a tentacle around Erigor and held him up to Ben who then changed into **Toepick** stood in his place Lucy Happy Cana and Natsu each then freaked out seeing **Toepick** while Gray and Erza were left surprised by the way they were acting but soon saw why when the metallic cage on his **Toepick's** opened up to reveal his face and just like that Erigor turned white with fear as a chain of sounds began: terrified screams, agonized wailing, roaring, unholy groans and wails, hissing, and deep demonic laughter started up as the cage opened.

"Now you were saying.'' asked **Toepick** as he walked closer to Erigor.

"NO no no no no stay away from me oh I want my mommy please keep away no no no I'll talk I'll talk.'' said Erigor as **Toepick** closed around his face.

"Now talk or do you wanna go through that again.'' said **''Vicetopus.**

''Kageyama has taken the lullaby to were the guild masters are meeting to kill them.'' said Erigor. ''That is the whole truth I sware.'' said Erigor as Gray then knocked him out then Froze him.

"That's one problem delt with.'' said Gray.

"We have to hurry master Makarov is in danger.'' said Erza.

"But how we don't a ride.'' said Cana

"No problem I can handle that.'' said Jase as he went **Omnivoracious** and tapped the Nemetrix and became **Ultimate** **Omnivoracious** he was now triple his size his head wings and tail were looked the same while the rest of his body looked like a griffin each of his four legs had grey five toed bird feet his feathers now a light blue.

"Wahoo someone call for a ride.'' said Ben as hopped on **Ultimate** **Omnivoracious** back.

"That's cool.'' said Happy.

"Couldm't you have done that before.'' said Gray.

"Come on times a wasting.'' said Ben as the other hopped on aswell as **Ultimate** **Omnivoracious** took off with speed equel to **Jetray.**

**Some time later **

Kageyama was walking through some woods to were were the guild masters were having their meeting.

"Soon they will all pay.'' said Kageyama as he looked at the Lullaby.

**That is it we are now Please review. Sorry if it's a bit short and ended like it did, but I did it to build up suspense I will post the next one as soon as I can. next chapter. Chapter 4 the Lullaby arrives and waybaig and Ultimate Tyrannopede Rise. So till nedxt time this is Myzor king of war signing out.  
**


	4. Chapter 4

Chapter 4

**the Lullaby arrives and waybaig and Ultimate Tyrannopede Rise.**

**On a side I know I sometimes my chapters have a few miss spells it happens at time please refrain from telling me I know. anyway on with the story.**

Kageyama was walking or should I say limping through the woods and arrived were the guild masters were having their meeting.

"Soon they will all pay for what they did.'' said Kageyama as he then herd someone talking to themselves and turned around to see Master Makarov reading and issue of Sorcerer Magazine. With a dirty grin on his face.

"Oh yeah young female wizards are so much more powerful and sexy then they were in my day.'' said Makarov as he then noticed Kageyama and freaked out.

"This is not what it looks like I was doing reserch.'' said Makarov.

"I don't care what you were doing.'' said Kageyama as Makaroc noticed he was injured.

"Are you ok boy you look terrorably you should not be out in the woods in your shape.'' said Makarov.

"Yeah I know.'' said Kageyama as he then relized that the man before him was Master Makarov the guild master of Fairy tail.

"Anyway I must be going I have to make shore those kids don't destroy anything.'' said Makarov.

"Ah sir before you go could I ask you to listen to a song I have been working on it would make me feel much beater if you would.'' said Kageyama.

"Well I guess one song won't kill me.'' said Makarov.

"You won't think that in a few seconds.'' thought Kageyama as he got ready to play he suddenly remembered how Ben risk his life to save his and how Natsu stood up for him and it made him onshore of what to do. Should he or should he not, he could not make up his mind.

Makarov just gave a sigh then started to talk. "That's not going to change anything.'' said Makarov taking Kageyama by surprise.

"You can not change the fact that those who are weak will forever remain weak, now maybe it's just me but I don't think that's a bad thing.'' said Makarove as Ben Jase Cana Erza Gray Natsu Happy and Lucy arrived to see see what was happening from a small ledge.

Makarov kept talking. "I mean we humans are weak creatures by nature our insecurities are the reason why guilds even exist and there why we have friends, when were surrounded by allies it's easier to stay positive about the future, think of it this way if were clumsy we may stumble and bump into things but as long as we have faith in our future we continue marching forward our inner strength emerges on it's own, but we have to choose that path and pledge to live our lives to the fullest don't let that silly flute get in the way.'' said Makarove.

Hearing those words made something stir inside of Kageyama as he dropped the lullaby and fell to his hands and knees and surrendered.

"I surrender.'' said Kageyama.

"Alright gramps.'' yelled out Natsu as they walked up to him.

"What are you kids doing here.'' asked Makarov.

"It's a long story master.'' said erza.

"We got here thanks to Jase.'' said Cana.''

"Jase how did he do that.'' said Makarove as he saw Jase as **Ultimate** **Omnivoracious** who then changed back.

"OK how many takeovers do you and Ben have.'' asked Makarov.

"A few.'' said Ben as he saw the Lallaby's eyes start to glow.

"Hey is that things eyes surppose to glow.'' asked Ben.

"I have had enough of all this.'' came a demonic voice from the flute as it floated up into the air and changed into a giant demon.

"What is that.'' asked one of the guild masters.

"That is lullaby's true form it's a demon from the book of Zeraf.'' said Goldmine.

The demon then shifted it's sight to those who were present before it.

"Ah some tasty humans for me to eat.'' said the Lullaby.

"Think again.'' said Natsu as he Gray and Erza charged at him.

"Ice make Lance.'' said Gray as he mad several lances of ice fly at the demon hitting him in the face.

''Heaven's Wheel Armor.'' shouted Erza as she summoned her armor. then Slashed the demon several times the summoned serval swords and sent them flying at the demons chest.

''Dragon Slayer's Secret Art Crimson Lotus: Exploding Flame Blade.'' Yelled Natsu as he swiped his arms in a circular fashion, creating a powerful, and highly destructive, torrent of flames that shot at lullaby hitting him in the face.

Natsu's mouth then curled up in a shape of balloon."**Fire Dragon's Roar " **Natsu spit out a large stream of fire at lullaby hitting him in the face.''

"That's it.'' said Lullaby as he then swatted them all like flys then punched them each into the ground and as about to step when Jase went **Tyrannopede **and headbutted the Lullaby's foot sending him off his balance and knocking him down.

As lullaby got up Cana threw some explosive cards at him which pissed him off and he then tried to grab her only for **Tyrannopede **to headbutt his hand away then scooped Cana up on his head and got her to the others.

"You all ok.'' asked Ben as Natsu Gray and Erza just barley got up.

"You guys rest we got him.'' said Ben as he looked at the Lullaby monster. "Come on Jase let's get him.'' said Ben as he ran at Lullaby.

"Im right behind ya.'' said **Tyrannopede **as he fallowed Ben.

"My, my such courage I will enjoy eating you.'' said Lullaby.

"Come on you big oaf I've fought and beaten way bigger and way badder then you.'' said Ben as lullaby got up.

"Ok then let's see what you got.'' said Lullaby as he got up.

**Tyrannopede **tapped the Nemetrix after a bright red flash Grew the size as **Waybig**. His skin red while his underbelly was yellow and now had 3 fingered hands 6 arms as big and muscular as his legs and and six legs his tail had Stegosaurus spikes and at the end the bony tail club of a Ankylosaurus at the end his back was covered in blue Ankylosaurus like armor with Kentrosaurus spikes on it his head looked like a spinosaures his one horn was now 2 he also had Pteranodon wings

''**Ultimate Tyrannopede **'' Jase boomed, his voice carrying for miles.

Ben activated the omnitrix and there was a bright green flash there stood a giant bipedal humanoid that stood at a towering one thousand feet tall. It had a giant fin on its head that was red on top and black on the bottom. Its forearms, shoulders, feet, chest, and long fins protruding out from its elbows were all colored red while the rest of its body was white. The Omnitrix symbol was displayed proudly on its chest.

"**Way Big!" **Ben's voice also boomed, his voice carrying for miles.

Both were as big as the lullaby monster now

Everyone present looked up at the giant creatures in awestruck. A few of them were even shaking in fear, Gray Unexpectedly fainted and fell backwards.

"Wow!" Happy cried. "Is that really Ben and Jase?!"

"I think so." Natsu stuttered.

"Whoa! Why didn't they ever say they had forms like _that_?!" Cana shouted.

"THEIR…THEIR freaking huge!" Natsu said.

Erza said nothing. It was not that she couldn't, she could not think of a single thing to say. Nothing at the moment. She looked on at the enormous creatures standing tall in front of them. Her body was trembling slightly as she stood there frozen in dumbstruck she had never seen such creatures in all her life. Not even once.

**Ultimate Tyrannopede **attacked first headbutting Lullaby in the gut the grabbing him by one of his feet with his arms and throwing him at **Way Big **who jump kicked him down.

"Hello there.'' said **Ultimate Tyrannopede **as he punched lullaby in the face twice till he grabbed his hands.

"Ha what now tough guy.'' asked Lullaby as **Ultimate Tyrannopede **used his four other arms to punch hinm in the torso then turned them into cannons like Ultimate humongasaur and blasted him.

"Aaaahhhhh the pian.'' screamed Lullaby as **Way Big **picked him up and piledrived him then elbow dropped him then picked him up and held him over his head and brought him down back first on his knee.

"AAAaaaaaaauuuugghhh my back.'' screamed Lullaby.

"You think your back just wait till you feel your face.'' said **Ultimate Tyrannopede **as he used his club tail to smash Lullaby's face in.

"AAAaaaaaaauuuugghhh my face.'' screamed Lullaby.

Lullaby just barley got up after that.

"This is far from over.'' said Lullaby as he got ready to sing.

"Jase you know what to do.'' said **Way Big **as **Ultimate Tyrannopede **shot webbing from his horns around Lullaby's mouth.

"Ha that shut him up.'' said **Way Big. **

"Let's finish it.'' said **Ultimate Tyrannopede **as his spikes started to glow light blue as he turned his hands into cannons, and fired a massive light blue energy blast from from his mouth and several energy bullets from his cannons.

''OH yeah.'' said **Way Big**as he crossed his arms in front of him, forming a plus sign. Green cosmic energy began to amalgamate around the center of the plus. Without wasting a moment, the To'kustar fired a powerful cosmic beam of energy. Both **Way Big **and **Ultimate Tyrannopede **attacks hit Lullaby hard.

"OH NOOOOOOOOO.'' said lullaby as he turned back into a flute tho badly burned.

"The pain the pain.'' said Lullaby

**Ultimate Tyrannopede **let out a huge roar while **Way Big ** pumped his fists up and then both changed back.

Ben then went up to Lullaby and picked him up.

"Wh-wh-wh-who are you.'' asked Lullaby.

"I'm Ben Tennyson.'' said Ben.

"BEN TENNYSON, The one who defeated Daggen the destroyer.'' said Lullaby as he passed out.

"Good work my boys.'' caid Makarov.

"Thanks Master Makarov.'' said Ben.

"Thanks for saving me.'' said Cana.

"Any time it was no problem said Jase as Cana threw her arms around Jase neck and kissed him on the lips and after a few seconds backed away giving a embarrassed laugh while chuckle while Just smiled.

"You were great Ben.'' said Lucy hugging Ben between her breast.

"They love each other.'' said Happy chuckling.

"SHUT UP YOU STUPID CAT.'' both Jase Cana Ben and Lucy in union.

"Hey if you two wanna be part of a real guild you should join mine.'' said Goldmine.

"No join mine.'' came another guild master as more tried to get Jase and Ben to leave fairy tail and join their guilds.

"Hands off they are part of my guild and I'd be a fool to let them go.'' said Makarov as he stretched his arms out as they grew big enough to pick up Ben and Jase and then started to to run with Natsu Happy Luccy Cana Erza and Gray running right behind him.

The lullaby flute was taken to the council to be stored away.

Unbeknownst to them a loan figure stood on a cliff watching everything.

A man with pale skin dressed in red and black with a wooden,staff with a bird like head on top with a ring that runs through its eyes.

"How, How is Tennyson here.'' he asked and how could he and his friend beat the lullaby. And to think I went through all that trouble of getting it and giving it to those fools.'' He said. "I must think of a way to get rid of them.'' he said.

**this is it for now please review and I know it's a bit short sorry and as for who this man is the man who appeared at the end. you will have to wait and see tho I think you all know who he is and as for how and why he is there you will have to wait and see. Till next time this is Myzor king of war signing out.**


	5. Chapter 5

chapter 5 **to Galuna Island**

**I have re watched a number of episode to help write chapters for this story and with that being said on with the story.**

**Magnolia **

A few days have passed since the Lullaby incident things seem to have slowed down somewhat since then.

Ben and Jase were heading back after finishing a job they took to help pay for their share of the rent it was late when they got back the whole guild was in an uproar.

"Hey what's going.'' Ben asked Gray.

"Someone who is not an S - class wizard took an S- class Job.'' said Gray.

"But Who would be stupid enough to take of them?" asked Makarov.

"A cat.'' came a voice from the second floor everyone looked to Laxus.

"Yep it was a cat," Laxus said as he sat on the second floor. "I saw a cat with wings take it."

"And you didn't bother to stop him?" Makarov narrowed his eyes at Laxus.

"Not my problem.'' said Laxus"Even so, there's no doubt that this is a serious violation. Since it was a flying cat then there is only one culprit that would have to be Happy." Laxus said. "Gramps! When they come back, they will be instantly expelled, right? Not that they will be coming back with their abilities."

"Laxus, if you knew what they were doing, why didn't you stop them?" Mirajane asked glaring at Laxus.

"All I saw was a cat running away with a scrap of paper. After all, I thought it was nothing." Laxus looked at Mirajane. "And who would've thought that Natsu would take on an S-Class quest…"

"Hey,hold up a sec," Macao said, "I saw Natsu go over to Lucy's last night.''

"You think Lucy went with him!'' asked Wakaba.

"This is not good." Stated Makarov. ''Mirajane which job quest was taken?"

"The one for the cursed island, Galuna." replied Mirajane.

"What!?" Everyone yelled as they started to call Natsu an idiot as Jase and Ben walked up to Makarov.

"Laxus! go and bring them all back!" Makarov ordered.

"Hey if they wanna get themselves killed let them.'' said Laxus. "I got way better things to do.''

"Well I need someone to go and bring them back.'' said Makarov.

"We might as well.'' said Ben to Jase.

"Yeah no one else wants to.'' said Jase.

"We'll bring them back.'' said Ben as everyone looked at them, like they were crazy.

"You two yeah right.'' said Laxus.

"AT LEAST WE ARE NOT SCARED TO, UNLIKE YOU MR SO CALLED S-CLASS WIZARD.'' Yelled Ben.

"What you say boy.'' said Laxus.

"You herd him wimp.'' said Jase.

"THAT DOSE IT YOU TO ARE BOTH DEAD.'' said Laxus as he jumped down from the 2nd floor ready to fight them only for Makarov to stop them.

"Enough Ben Jase go Bring them back before they all get killed.'' said Makarov as Ben and Jase left to do that fallowed by Gray who decided to go to. left Jase and Ben each shot Laxus a look that said Next time your done for. As Laxus gave them a look just like it.

Before they

**Some time later **

at the docks Natsu Happy and Lucy had left.

"Great now what.'' asked Gray.

"Easy.'' said Ben as he dialed up **Upgrade **and jumped into the water turning into a high-tech speed bout. "Hop on aboard.'' said **Upgrade **as Jase and a shocked Gray got aboard and gave chase.

They arrived at the Island just as Natsu Happy and Lucy did.

"Hey what are you doing here.'' asked Natsu.

"No the real here is question what are you doing here, your not an S-class wizard.'' Stated Gray.

"Yeah so what.'' asked natsu.

"Gramps found out about your stupid scheme and we came to bring you back," Gray stated.

"Why?" Natsu whined, "We aren't in danger yet!"

"If you come back now, you might not get kicked out of the Guild." said Gray.

"Kicked out!?" Lucy cried as she started to panicked, "I don't want to get kicked out!" cryed Lucy as Ben and Jase walked up to Lucy.

"Lucy I can understand Natsu doing this but you.'' said Ben folding his arms and shacking his head.

"Honestly Lucy.'' said Jase.

"I know but the reward was so much and they were offering one of the gold Celestial Spirit keys as well.'' said Lucy as Ben and Jase just shook their heads.

"OK I know I shouldn't have done it.'' said Lucy.

"What was the job about.'' asked Jase as Lucy handed Jase the job request.

Ben and Jase began reading the job request, on it were the words "help us" written in big, bold letters , asking someone to come and a lift the curse that had been plaguing their island, and it had been going on for three long years.

Even tho they knew that it was against the rules. Both Ben and Jase could not turnn their backs on people in need of help.

"But if we complete an S-Class quest, we'll be sure to make S-Class, and nobody's going to stop us!" Stated Natsu with his face full of determination.

"Think again flame breath your going back, even if we have to drag you back.'' said Gray.

"After we help these people.'' said Ben. "What about you Jase.''

"All right," Jase said, "I'm in."

"What!?" Natsu, Happy Gray and Lucy all yelled in shock, as both Jase and Ben jumped a little.

"What me and Jase want to help," Ben stated, "Plus we can't just ignore people who need help.''

"Yeah what kind of heroes would we be if we turn our backs on people who need help.'' said Jase.

"And since we are already here, might as well see if we can help out.'' said Ben.

"Are you kidding me.'' said Gray.

"People need our help.'' said Jase.

"Yeah and besides when we get back all we have to do is tell Makarov that is was Natsu's fault.'' said Ben.

"HEY.'' yelled Natsu.

"Sorry man but he is right your the one who is gonna get blamed for all this not us.'' said Jase.

"Yeah this whole thing was your idea.'' stated Ben.

"Oh yeah your right I guess regardless of what we do, we can always just blame natsu for this OK I'm in to.'' said Gray.

"GRAY YOU TO.'' said Natsu.

"Sorry flame brain but like they said. This was all your idea, and you'll get all the blame.'' said Gray. "Plus, I can't let you and Lucy reach S-Class before me," Gray said, smiling, "besides, the Guild would suck without you. Sure, the Master will be pissed off with us, but if we pull it off, he might not stay mad for long."

"Any way let's get moving.'' said Jase as they started walking.

After what seemed like forever of treking through the dark jungle, Ben, Jase, Natsu, Lucy, Gray and Happy finally arrived at the only village on the Island. It was surrounded by high, wooden walls; with a "keep out" sign placed on the front of the gate.

"So, what, do we knock?" Ben asked.

Lucy stepped forward and called out, "Is anyone in there!? We have came to help you!"

No one replied there was only silence.

"Let's just break in in," Natsu said, with a grin on his face, only for Jase Ben and Gray to all punch him to the ground, thus shutting him up. As voice called out from the top of the wall. "Who goes there?"

"We're wizards from the Fairy Tail guild," Lucy called back, "We're responding to a request for help you sent!"

"Why were we not notified that someone had accepted our request?" the voice asked, they did no know how to tell the person the wizards who had come to help them were none S - class wizards, Who _had _taken the job request against the rules.

Gray then called out, "There was probably just a mix-up with the paperwork sorry our bad!"

"Let me see your Guild emblems," the voice stated, "So I know you are telling the truth!"

They each showed their guild marks one at a time and soon enough the gate soon opened. The group stepped forward, and were greeted by a large crowd of people who wear all wearing either cloaks, hoods and cloth covering their faces.

"I am Moka, the village chief," a man said as he stepped forward, using a staff with a crescent moon on the top to as a cane in order to stand up, "on behalf of my people, I welcome you. Pleasantries aside, there's something you need to know about us!" stated Moka

As one by one, the villagers dropped their cloaks, and the group was greeted with a very disturbing, sight.

For the most part, they all looked human, but each of them had a monstrous body part. Arms that had claws, legs that had talons on their feet, some of them even had horns on heads.

Natsu, on the other hand, looked like he was about to say something stupid, and before he could.

Ben and Jase both kicked him in the head. "Not now you idiot.'' they said.

"Each and everyone of us is each suffering from disfigurement because of this dreaded curse." said Moka.

"It started when the moon fell under an evil spell." said Moka

"An evil spell?" repeated Lucy .

"Yes for many millennia, our island has absorbed the light of the moon, causing it to glow just as beautifully as the moon itself like a gem in the water." Said Moka as his voice then became fearful. "However, three years ago, the moon's light changed and it became purple and bathed the island in it's eerie light."

"You mean like that.!" asked Happy, as he pointed up, Everyone looked up to see the moon is coming out from behind the clouds.

They all looked up to see that the light of the moon that came down on to the island was a creepy shade of purple.

"the time of the change is now once more upon us!" Moka stated.

Before they could ask him he meant, the villagers all began to, moaning in complete agony. Their bodies began to shift, scales, fur and spikes covering them. Now, they all resemble creatues out of a horror movies.

"I am sorry if our appearance scares you," Moka said, who now covered in purple, scaly skin, his teeth were now fangs, his ears now pointy and a pair of horns now rested on his head.

"Don't worry about it," Ben said, he did not want to make any of them feel any worse about their appearances, "I've turned into things way scarier."

"Yeah same here.'' said Jase.

"These poor people," Lucy whispered.

"Oh man," Natsu yelled out, his face now suddenly all brightened, "WOW YOU ALL LOOK SO COOL NOW!"

Everyone could only stare at Natsu as he started to go on about how awesome he thought they all now looked, at least, to him.

"NATSU ENOUGH.'' yelled Jase as he went up to him and grabbed him by his scarf and dragged him back over to the others and threw him to the ground.

"Yes sorry about him.'' said Lucy. "OK lets get to helping them.''

"That is why we came here in the first place," Ben said.

"Yeah stupid.'' said Jase as he kicked Natsu up the butt.

Gray then punched Natsu in the face.

"Hey why'd you hit me.'' Natsu asked gray.

"They were and I didn't wanna be left out.'' said Gray.

"That's it.'' yelled Natsu as he tackled Gray and they both began to fight till Ben went **kickin hawk **and separated them by kicking them in different directions, then changed back.

"Anyway, as you can see," Moka said, trying to get them back on track, "whenever the moon comes out, everyone in the village takes on the forms that you see now. Till the sun rises; however, there are some among us who lose their minds and never change back. The only thing we can do for those poor souls is to put them to death."

The others could not believe what they just herd, they were all shocked, at how the curse not only changed how they looked, it drove them mad and made them dangerous enough that the other villagers had to kill them?

_That must be why they wanted help so badly, _Jase thought.

"But they might get better someday!" Natsu protested.

"If we wait too long, then they will kill us," Moka said sadly, "We've tried to capture them, but they always break free." Tears began falling from Moka's eyes as he pulled a photograph out of his puckets, "There is no way to reverse the effects this curse has even forced me to kill my own son."

Moka stated shaking with grief, and let the photograph fall to the ground, letting the others see a picture of a man with wide eyes, a mustache and goatee, and a bandana on his head.

"That's the guy who took us here on the boat!" Lucy said softly, "We just saw him and…" Before Lucy could finish Natsu butted in.

"Now I understand why he just disappeared like that," Natsu interrupted, "He was dead, but his soul couldn't rest we saw his ghost."

Lucy began to panic, while Ben started to get worried, first magic, then cursed islands and now ghosts? He wondered what was next?

Moka picked up the photo, then gave the group a low bow.

"Please lift the curse," he begged, "If you do not, it is only a matter of time before we fall victim to it and die!"

"We won't let that happen!" Natsu shouted, then lowered his voice when Moka looked at him. "We're going to fix this, I promise."

Everyone else in the group all nodded their heads in agreement.

"We will help or die trying.'' said Jase.

"There is only one way to lift this curse," Moka said, "The moon… the moon must be destroyed!"

Moka's demand had left them all rather stunned.

Later they were in a small hut, away from the moons light. All of them were wondering what to do.

Did they really have to destroy the moon?

_Okay, _Ben thought, _this might be harder than I thought it would be._

"I'm not so sure about this job, guys," Natsu said, looking more irritated than worried.

"How can these people expect us to destroy the moon?" Gray asked.

"I wonder how many hits it would take?" Natsu wondered, raising a fist.

"What.'' asked Jase. Not believing what came out of Natsu's mouth.

"Are you actually considering doing it!?" Ben asked, he could not tell if Natsu was determined or stupid, but it was starting to look like both.

"Natsu, there isn't a wizard alive who could do that," Lucy said, shaking her head.

"But that's what we were hired to do," Natsu protested, "If we back out, it'll make Fairy Tail look bad!"

"What they're asking can't be done!" Gray said, then asked, "How were you planning to get to the moon, anyway?"

"How else with Happy\," Natsu said, pointing to Happy.

"Huh!?" Happy shook his head, "I can't fly that high.."

"Once more you would both die before you'd get close to half way.'' said Jase.

"What do you mean.''asked Naysu.

"He miens the higher you get the thicker the air gets and the harder it gets to breath and also it would get colder and colder to the point were you start to insistently to get frozen.'' said Ben.

"Plus there is no air on the moon you will suffocate up there.'' said Jase.

"the job says we just have to end the curse, just because these people think the only way to do that is to destroy the moon, doesn't mean that it _is _the only way." stated Ben.

"Yeah," Lucy agreed, "I'll bet that if we look around the island, we'll find out what is the real source of the curse and stop it."

"We'll get right on that, Lucy," Gray said, "but right now, I'm going to sleep."

"Yeah, our investigation can wait till tomorrow morning," Natsu said, then jumped onto the sleeping mats that the villagers had laid out for them, "Let's hit the sack!"

Happy landed face-first onto a pillow. "Aye, sir!" came his muffled cry.

"Yeah might aswell do it when there is more light.'' said Jase.

Ben agreed and went to his own mat it seemed like forever since he'd gotten any sleep, and he was tired. Tonight, he would sleep. Cause tomorrow, it's Hero Time.

Early the next morning, they set out, While Natsu, Gray and Happy looked like they could have used a few more hours of sleep. Ben was used to getting up early, either when he was needed to save the day, or when he needed to go to school. Lucy and Jase, were both raring to go.  
"I hate waking up this early," Natsu whined.  
"Hey, you guys kept me up all night with your snoring," Lucy snapped, "and you don't hear me complaining! Let's go!"  
"Aye," Natsu, Gray and Happy all moaned.  
"You guys want to hit the big leagues, you gotta make sacrifices," Ben said nonchalantly.  
"How come you're okay?" Gray asked.  
"I'm used to running on only a few hours of sleep," Ben explained, "I've lost count of all the times I've had to stay up late or wake up early to fight some evil menace or something."  
"What about you.'' Gray asked Jase.  
"I don't wanna talk about it.'' said Jase remembering how he had to fight for his life while he was held captive by Khyber and how he had to quickly learn to get by by only sleeping a bit since he never new when Khyber would use him for hunting practice.  
Lucy pulled out one of her silver keys and sid. "Open, Gate of the Clock Constellation: Horologium!"

Then In a puff of smoke, Horologium appeared.  
"The time is seven forty," Stated Horologium.  
"Did you summon him just to know the time?" Ben asked, wondering why Lucy summoned a clock-man.  
"No, it's cause she is lazy," Natsu stated. Lucy open up the front of Horologium, and climb inside.  
"Let's just get going, the lady says forcefully," Horologium said, repeating what Lucy said from within him, then marched towards the mountain.  
Jase shook his head. "I'm never going to get used to the magic here…"  
Despite Horologium's head-start, everyone else soon found themselves ahead of the spirit.  
"Do you really think there's another way to lift the curse?" Natsu asked.  
"There really isn't another choice," Ben said, "since we can't get to the moon, and even if we did, we can't destroy it. Without the moon, the tides would go crazy; who knows how many people would get killed by tidal waves?"  
"Yeah," Happy agreed, "plus, who knows what could happen to all the fish? I can't live in a world without fish!"  
"Is he always like this?" Jase asked Gray, who only nodded.

"Will you please keep it down?" Horologium asked, "We don't know what is out here, so we shouldn't be quiet, the lady demands impatiently."  
"Will you please just get out of there.'' asked Ben.  
"This curse is freaking me out, and I'm scared, the lady says nervously," Horologium repeated.  
"Are you kidding?" Natsu asked, pumping his fist, "S-Class quests are awesome!"  
"We'll probably end up blowing something up," Ben said.  
"Better then walking around doing nothing.'' said Jase.

Before Ben could reply, he herd the sound of giant footsteps. Everyone turned to see a giant figure heading at them, it was easily thirty feet tall, but the shadows of the trees made it hard to see it. Whatever it was, it started to laugh in high-pitched, menacing hiss.  
"Anyone know what that is?" Ben asked, reaching for the Omnitrix.

"No," Natsu said, gathering flames around his hands, "but I bet it wants a fight!"  
Whatever it was, it began to reach out towards them, and Ben activated the Omnitrix. and dialed up** Four arms**.  
And punched what ever is right in the face, knocking it to the side allowing everyone to get a good look at it.  
"Is that a giant rat, the lady asks worriedly," Horologium said, sounding rather worried himself.

Indeed, it was a giant rat, but its fur was a light green and it wore what looked like a maid's apron and bonnet. ** Four arms **punch had knocked it out cold and they decided to leave before it woke up.

However it did get up and tried to attack them again.

"That is it.'' said Jase as he tapped the Nemetrix and became **Tyrannopede ** and sent the rat flying with one kick then changed back.

"OK let's get going.'' said Ben as they started moving again.

after a whole hour of trekking though the jungle they found themselves in front of a large temple, its was covered cracks and vines, meaning that it was either very old or badly-maintained. It was decorated with crescent moons all over it, doorway and every pillar. it has large entrance.  
"Should we go inside.'' asked Jase.  
"Might as well.'' said Ben as they went in, Lucy returned her spirit to his home and fallowed.  
As they walked the noticed the walls covered in moon symbols "So, what's with all the moon symbols?" Natsu asked, pointing to a carving on the wall.  
"Well Galuna Island was known for its moon-worship," Gray said.  
"A moon island, a moon curse," Jase smiled wryly, "Anyone else sensing a pattern here."

Natsu, who had stopped paying attention, started stomping on the stone floor. "Man, this place is a wreck; the floor doesn't even look safe to walk on."  
"Well, don't go stomping on it!" Lucy yelled; her words came too late, however, because the floor did indeed break apart, sending the entire team plummeting into a dark hole.  
"Natsu I'm gonna kill you if we don't die.'' said Jase.  
"Likewise.'' said Gray.  
Ben went **Spider monkey** and made a web as they neared the bottom to halt there fall then changed back.  
"Ugh," Gray moaned, "Natsu, you idiot!"  
"Hey I think we are in a secret cave!" Natsu said as he ran through said cave.  
"Would you stop running around like a maniac!?" Gray shouted. as everyone else ran after Natsu.

I'm not sure what will happen first, Ben and Jase each thought, either we will get back home, or Natsu is going to drive us insane, or get us all killed!  
Thankfully, Natsu had stopped not too far ahead, staring up at… something  
"Whoa," Ben said.  
"That is what I just said," Natsu said, not losing sight of what was in front of them.  
It was a giant chunk of ice, that looked fifty feet tall and circular, the ice was a light blue that seemed to glow with an eerie, and yet at the same time a calming, light. But the ice wasn't the only thing that caught their attention, for inside the giant block of ice was a creature, that was almost as big as the ice that held it. It was covered in scales, fangs and claws, and though it didn't seem to be conscious or even alive, it seemed to promise nothing good.

"Anyone have a clue as to what that is?" Ben asked, not sure if he what that dangerous-looking beast is.  
"It can't be it's impossible," Gray said, as he stepped forward, "it's Deliora!"  
"What's a Deliora?" Ben asked, but Gray ignored him.  
"How? How, how could this be here?" Gray asked, "How is it here? What the hell is it doing on this Island!?"  
"You've seen this thing before?" Natsu asked.  
Gray didn't seem to hear them, he was to busy trembling.  
Lucy grabbed him by his shoulders and shook him. "Gray, snap out of it."

"Can you tell us anything about this?" asked Lucy gently, while she pointed to the creature.  
"It's Deliora, the Demon of Destruction," Gray said.  
"Demon of Construction?" Natsu asked.  
"No not Demon of Construction he said Demon of Destruction," Happy said correcting his friend.

"But why is it here?" Gray asked, "This dose not make any sense"  
Ben did not know if this demon had anything to do with the curse that plagued the island, but before he could have said anything, they herd the sound of footsteps behind them. They quickly took cover.

They hid just as two people entered the cavern. One was a young man who was fairly short; he had a green coat that went down to his knees, spiky blue hair and the thickest eyebrows Ben had ever seen. The other was another man; he went shirtless, but wore a pair of blue pants. The strangest thing about him, however, was his face; his face was dog like, not like he was that ugly, but like someone had combined a human face with a dog's. Sticking out of his shaggy hair was a pair of dog-ears.  
"Those voices seem to be coming from here," the blue-haired man said,  
He continued to speak. "So, Toby, were you exposed to the Moon Drip? I mean, you've got those pointy ears…"  
"I already told you, they're a fashion statement, you jerk!" the dog like man, Named Toby, yelled.  
The blue-haired man just gave a light laugh. "Calm down I was only joking so calm down."  
"But do you have to be so mean about it," Toby asked sadly.  
"Moon Drip, do you think that is the name of the curse?" Asked Lucy.  
"Looks like it," Jase whispered back, "It also looks like these two could be behind it."  
"Yuka, Toby," another voice called out to them, and a young woman walked into the cavern, "something horrible has just happened."  
The woman had violet hair and was wearing a short, pink-and-black dress with white lace around the edges, she also had on black thigh-length boots and a strange, scarf-like thing around her neck that looked like long feathers.  
"What is it, Sherry?" the man who's name was revealed to be Yuka asked.  
"It's Angelica she was attacked, and now I'm so very sad." Sherry said sadly.  
"You're moping around because some body cam along and beat up beat up your pet rat!?" asked Toby .  
At that moment the team realized that the rat that had attacked them was with these guys!?  
"Angelica is no rat," Sherry said fiercely, "she's a bold hunter, prowling the jungle guarding us from attackers. Angelica is… love."

We do not have time for this we have Intruders.'' said Toby.

"We do not have time for that, it's almost time to start collecting moonlight again," said Yuka as Sherry sighed, "This makes me very sad. This news will not please the Cold Emperor, we should get rid of these intruders before he finds out.'' stated Sherry.

"Agreed," Yuka said. Toby nodded his head.  
"And if they were here, then they might have seen Deliora, and that means we can't allow them to live," Sherry said, "We will give them the gift that is eternal rest; we'll give them… love."  
"Um, you mien death, right?" Toby asked.

Okay, that is enough of that, Ben thought, as he tried to think of what to do.

At that moment Jase picked up a rock and threw it down a tunnel without being noticed. The echoing sound the rock as it went through the tunnel caught the strange trio's attention as they went to see what the noise was.  
"Alright Jase." said Ben as he high fived Jase.  
"But why didn't we just jump them and beat the information we needed out of them?" Natsu asked upset he didn't get to fight.  
"We have no idea what they are capable of," Jase explained, "and even if we did beat them, they could just lie to us; it is best that we learn as much as we can, then compare our info to theirs. Besides," Said Jase as he looked over at at Gray, who was still staring at the frozen Deliora, "Plus is dose not look like Gray is in any shape to fight."

Natsu sighed; as much as he didn't want to admit it, Jase was right. "This job keeps raising more questions."  
"Aye," Happy agreed, "like, who is this 'Cold Emperor'?"

"Well, I don't think they call him that because he's all warm and fuzzy," Ben said all sardonically.

Gray, meanwhile, seemed to be off in his own little world. "Deliora… what could they want with it? And just how in the hell did they even manage find it and then bring it here?

"Gray?" Lucy asked, "do you know anythin about this creature?"  
"It was sealed away inside a chunk of ice," Gray said, "In the Northern continent, 10 years ago, the immortal demon known as Deliora ravaged the country side till arriving at the town of Isval. My master, Ur, the woman who taught me my magic, sacrificed her life to seal Deliora away. I don't know if it has anything to do with the curse, but that demon doesn't belong here, we have to find out who this 'Cold Emperor' is. If he has tarnished Ur's legacy, he will curse the day he was born!"

"Why don't we just simply take out the demon right now?" Natsu asked, as he walked up to the frozen Deliora, "A little fire will do the trick."  
Something in Gray suddenly snapped, and he punched Natsu right in the jaw, sending him to the ground. Happy gaped at the ice wizard, while Lucy put her hands to her mouth in shock.

"OK I think you went a little overboard, Gray." Ben said,  
"Yeah big time.'' said Jase.  
"Hey What's the big idea, Gray!?" Natsu asked, as he got up.

I don't want you or your flames anywhere near it!" Gray shouted, "If that ice melts Deliora will be free, and nothing will be able to stop it."

Ben had major doubts about that. As he'd beaten things way worse then Deliora.  
"Oh, come on," Natsu said, his tone serious, "You really think a chunk of ice that big would be easy to melt?"

"Gray," Ben said, "can you tell us just how your master was able to stop this thing?"  
Gray nodded. "My master used a spell called Iced Shell to trap Deliora, it made a type of ice that can never be melted. It's so strong that not even the most powerful of fire magic can't melt it. But if these people knew that the ice couldn't be melted, why would they bring it here?"  
"Maybe it has something to do with that Moon Drip thing they were all talking about before?" Lucy said.  
"You just might be right," Gray said, "and if they're waiting for the moon to come out, I think that is what we should do."  
"Cool," Ben said, "I has been forever since I was on a stakeout."  
"Argh," Natsu complained, "But it is the middle of the god damn afternoon, I'll die of damn boredom way by then!"  
20 minutes later, Natsu was sound asleep.

Ben decided to do the same and laied down to take a nap if they were going to be fighting at night, he needed to get as much sleep as he could.

**Some time latter.**

at the Fairy Tail Guild, Makarov was sitting at the bar, his mind filled with worry. He had six members of his Guild, missing and possibly in terrible danger.

…

Master!" Came Mirajane's voice as she walked up to him, carrying a letter in her hands, "A message has just arrived for you." "It is from some friends of yours in the archives  
…

"Have they have what I asked of them?" Makarov asked, amazed he had sent a message to some old friends of his, to ask them if there was a spell that could send Jase and Ben home a spell he had been looking for since they told him about their prodicament some time ago after they joined the guild.

…  
and he had hoped they had found some kind of or at least any kind of spell that could open a portal to another universe. And, if there was such a type of magic, it was probably hidden so well that it would take weeks, even months, maybe even years to find. He hadn't expected to get a reply in just a few days.

Makarov took the letter and opened it, and began to quickly read it, his expression turning graver with each word he read.  
"Is there something wrong, Master? Did any of your friends find a way to help Ben and Jase to go home?"  
"They did, but I don't think they want it after they read this." Makarov said, while dropped the letter

**that is it for know ********please review **and before any of you ask Ben and Jase told Makarov they were from another universe off screen in a way and asked him to keep it a secret and help them find a way home.

**Any way till next time This Is MYZOR KING OF WAR signing out.**


	6. Chapter 6

chapter 6

**Hello everyone here it is chapter 7 and I just wanted to say I Have re watched a few more episodes of Fairy tail to help with the making this chapter and that this one is a long one.**

**any way on with the story.**

At the temple on Galuna Island.

The team were all still waiting for something to happen, and as they sat there waited the temple started to shake.

Ben who was still sleeping was woken uby all of the shaking that was going on.

"Hey just What is happening!?" Ben asked, as he jumped to his feet.

"Is it night time yet?" Natsu asked while yawning, as he also got to his feet.

"Forget that look at that.'' said Jase.

They looked up to see a magic circle appear above Deliora, and a purple light flowed downward, covering the frozen demon.

"It looks like the cursed moonlight!" Lucy said.

"This can not be a coincidence," Natsu said.

"That's cause It's not.'' Said Jase.

"Come on," Gray ordered, telling them to fallow him to the exit, "We need to find out who's behind this!"

"Let's check the top of the temple," Ben said.

The team headed up a flight of stairs, which led to the very top of the temple; once there, they saw a circle of people, wearing robes and masks. They didn't notice the team, they seemed more focused on the chant that brought the purple moonlight into a column, which was being sent by magic circles to the frozen demon.

The only thing the heroes could not figure out was _what_ were these people up to they, and _why_ they were doing it.

"What's the deal with the chanting freaks?" Natsu whispered, as they all hid behind a pile of rocks.

"I think they are trying to use that spell to unfreeze Deliora.'' said Jase.

"I think your right.'' said Lucy.

"Okay this is bad," Ben said, "This is very bad."

"That's impossible!" Gray stated, "The Iced Shell _can't_ be melted!"

"Well it looks like they are doing it I think.'' said Natsu.

"Those fools!" Gray growled, "They've never seen the power Deliora has, they have no idea what it is that they are doing!"

"I'm starting to think that what has happened to the villagers on the island is actually just a byproduct of the spell these people are preforming," Lucy stated.

"You think what is happening to the people on this Island, might just be a accidental side effect of the spell these freaks are casting.'' asked Ben

"Accident or not," Jase said,Getting ready for a fight, "people have died because of this spell; and it has to end!"

"Yeah now your talking!" Natsu said, as he got up, "Let's make these jerks pay!"

"Wait," Lucy said, as she grabbed and dragging both boys back down, "Somebody else is coming!"

And sure enough, another person it was a man approached the circle of chanters. His features and age were covered up by a mask he was waring, he had a blue outfit with a white cloak over it, and armored leggings. Behind him were, Yuka, Toby and Sherry.

"If I had to guess," Ben said, "I'd bet it all that that is the 'Cold Emperor', we heard about."

"Did you find the intruders.''' asked the Cold Emperor.

Ben, Jase and Natsu each noticed how Gray seemed to stiffen upon hearing the Cold emperor's voice.

"No," Yuka said, "And I lost so much sleep, over it and all for nothing. We searched all day and found nothing."

"Maybe there were no intruders," Toby said.

"I'm afraid that we have some bad news, Cold Emperor," Sherry said with a sad look on her face, "We had intruders earlier today, but didn't find them."

"It dose not matter.'' said the Cold Emperor as he kept talking, "Has Deliora been awakened yet?" The Cold Emperor asked.

"No sorry but It should be done either tonight or sometime tomorrow," Sherry said Sherry.

"The time has almost come," The Cold Emperor said, "And if you see any intruders, I want you to kill them. I do not want anyone getting in the way."

"It must have been the villagers," Sherry said, "They are the only other people on the island."

"Then go and destroy the village, and everyone in it!" the Cold Emperor ordered.

"Yes, sir!" all three of them said at once, as they bowed to their master.

"We can't let them kill all those people because of what we did.'' said Ben.

"Time to kick some ass before they hurt the villagers.'' said Jase.

"HEY!" everyone turned to see Natsu as he came out of hiding, "IT'S NOT THE VILLAGERS YOU WANT; _WE'RE_ THE INTRUDERS. IT"S US YOU WANT!"

"No point in hiding now.'' said Ben as he got up.

"Yeah might as well go and fight.'' said Jase as they went to join Natsu.

"Sorry about crashing your little party," Ben said, as he activating the Omnitrix, "but our loud friend here is right. The people in the village didn't do anything, we're the ones you want."

"And unless you freaks want to get your asses kicked you better stop what ever it is your doing and leave.'' said Jase.

"Looks like we don't a choice," Lucy groaned, as she stood up and went to join the others, "Guess we have got fight to."

"Aye," Happy agreed.

As the villains eyed their our heroes, Sherry spotted Natsu's Guild mark.

"I know that mark they are from Fairy Tail guild!"

"She shoots she scores.'' said Jase.

"It would appear that the villagers went and asked a Guilds for help," said the cold Emperor.

"Nothing gets by you dose it.'' asked Ben.

"No matter," the Emperor said calmly looking at his minions, "Your have your orders destroy the village."

"What!?" Lucy gasped, "But why!?"

"Anyone who stands against me, weather deliberately or accidental, is an enemy," the Emperor said.

"Well, in that case," Ben said, as he got ready to fight, "it's Hero Time!" as he slammed down the dial and in a flash of green light. In his place now stood **NRG.** "**NRG!"** he yelled out in a Russian accent, "Come on, guys, let's take these asswipes down!"

"Time to release the beast.'' said Jase as he tapped the Nemetrix and went **Crabdozer.**

Natsu and **Crabdozer** both ran alongside Ben, while Gray jumped up into the air.

"Stop now!" Yelled Gray as he landed, he slammed his hands into the ground and created a shock wave of ice that forced the Emperor's lackeys to jump out of the way.

The Emperor himself, however, place a single palm against the ground, creating his own wave of ice, that was just as powerful as Gray's, both attacks met head-on and canceling each other out. Gray stepped back and stared at his opponent.

"Stop this right now, Lyon!" Gray shouted.

"Lyon who's Lyon?" NRG, asked.

"He was Gray's fellow student to Ur," Lucy told him, "But I didn't know that the Cold Emperor _was _Lyon!"

"Great, like we didn't have enough problems," **Crabdozer **complained, "now, it turns out the bad guy is really Gray's old buddy? Just fantastic."

"Lyon," Gray said, his voice full of anger, "Do you have any idea what it is you are doing!?"

"Hello, Gray," the Emperor, who was now identified as Lyon, said, "It's been a while and yes I know full well what it is I'm doing."

"Why would you want to revive Deliora!?" Gray asked.

"To think that we would meet again like this," Lyon said, as he ignored Gray's question.

"Is he a friend of yours, Cold Emperor?" Toby asked.

"Silence you have your orders, go and carry them out," Lyon said, "I'll handle the intruders on my own."

"Yes, sir!" all three of them said at once, as they went off in different directions.

"Hey, get back here!" Natsu yelled, as he tried to fallow them.

"No! Natsu, stay away from him!" Gray yelled.

But it was to late, as Lyon woh didn't even so much as glance at Natsu, held out his hand, and engulfed Natsu's torso, upper arms and thighs. In a sphere of ice.

"Hey get me out of this.'' yelled Natsu.

"Happy, you take Lucy and get out of here!" Gray yelled.

"Aye!" Happy replied as he sprouted his wings and grabbed Lucy by the back of her shirt, lifting her into the air, and flew off.

"Now your turn.'' said Lyon as he froze **NRG ** and grinned at what he did "No matter what kind of strange creature you are," Lyon said, his tone emotionless, "nothing can get out of my ice."

but his victory was short lived when **NRG **started glow red and the ice melt in seconds he then went over to Natsu Before Lyon could react, NRG held a glowing hand against the ice that held him. Being careful not to give Natsu radiation-burns, he melted the ice down to only a couple of inches, allowing the Dragon Slayer to easily break the rest with his own strength.

Lyon tried to freeze him once more but failed because **NRG **melted the ice again.

"Nice try but no dice.'' said **NRG **as he removed his helmet and flew out of his armor,

Lyon tried to freeze **NRG ** again but every time he did the ice melted.

"Ice powers dont work on **NRG **.'' said **NRG **as as he blasted Lyon with a energy blast sending him to the ground as he got up **Crabdozer **charged at him and sent him into a wall.

"Happy!" **Crabdozer **called out, "Take Lucy and warn the village; Natsu, Gray and I will try to stop them, but you should be ready, just in case we can't get them all!"

"Aye!" Happy shouted, then flew off.

"Be careful!" Lucy yelled, before they were gone from sight.

"This is far from over.'' came lyon's voice as he got ready to freeze **Crabdozer **who tapped the nemetrix and became **Ultimate ****Crabdozer ** just Lyon Froze him but to Lyons shock the ice started to melt as **Ultimate ****Crabdozer ** started to glow red.

"One of the perks of this form is I can raise my body temperature.'' said **Ultimate ****Crabdozer. **

"Face it you and your pals are finished.'' said **NRG**.

Lyon laughed. "As if those two could stop my minions."

"Seriously, you call them minions?" **NRG **shook his head. "You shore got the whole super villain thing down." said **NRG ** as he went back in his armor.

"Don't underestimate the power of Fairy Tail!" Natsu shouted, "Come on, we'll take you on!"

"Not us, Natsu," Gray said, not looking away from Lyon, "just me; you Jase and Ben go after the other three."

"Oh, come on!" Natsu growled, but **NRG **grabbed his shoulder with a now-cooled offed hand.

"Natsu, we can't let innocent people get hurt because of us," he said, "and no, I'm not going to go without you, because you'll just get frozen again." Then he turned to Gray. "Can you take him?"

Gray nodded. "At the very least, I can fight him to a draw."

"Fair enough," **NRG **said, "but make it fast, we will need all the help we can get."

As **NRG **and Natsu ran off, the Dragon Slayer turned back for a moment.

"Just don't die," he said, before leaving.

Jase how ever stayed but made shore Gray did not see him.

Gray remembered saying the same thing to Natsu not too long ago; he had thought that the Dragon Slayer hadn't heard him, but it was possible that he was wrong.

Lyon chuckled humorlessly. "You think you can fight me to a draw 'at the very least'? That's not just reckless; it's also arrogant, Gray."

"Why are you pulling this superior act with me, Lyon?" Gray asked, "We're not students anymore, so you can't do that!"

"I'm well aware that we're not students," Lyon said, removing his mask to reveal the face of a young man with spiky white hair, "After all, our beloved teacher is no longer among the living."

"Her final act was sealing that monster away," Gray said, "Are you really so callous that you would destroy our master's legacy?"

"Don't delude yourself," Lyon said, "we both know that _you're _the one that killed Ur."

Gray's eyes went wide and his mouth twisted into a snarl.

"But you don't seem to have any guilt over that," Lyon continued, "how cruel."

Off the coast of Galuna Island, another danger was floating towards the shore. A massive ship, bearing the flag of pirates, and on it was Erza scarlet, who had hijacked the ship.

The captain of the ship, walked up to Erza.

"Ah pardon, but why do you want to go to Galuna Island?" he asked , "I mean, it's scary!"

"Just steer the ship," Erza said in a commanding voice, as the pirates did as they were told.

"But why do you have to go there!?" the captain asked.

"When rules of fairy tail are broken, those guilty must be punished. That is all I will tell you."

"All right, ya scurvey dogs, you herd the lady," the captain shouted, "lets get to that Island!"  
As the pirates got to work, Erza as sat down and reflected on just why she needed to get to the cursed island…  
''I hope they are safe thoe espeshaly Jase.'' thought Erza as she sat down.  
(FLASHBACK)  
Erza entered the Guild Hall, she noticed that is was almost peaceful, which was not normal. Erza walked in and saw everyone was talking seriously about something.  
Erza spotted Mirajane and walked over to her. "Mirajane," Erza said, "what going on?"  
"Oh, Erza, thank god your back!" Mirajane said "Natsu stole on one of the S-Class quests!"  
"Did he go by himself!?" Erza asked, while trying to keep her cool.  
"No, he took Happy with him, and Lucy!" said Mirajane  
"the Master did send Gray Ben and Jase to go after them yesterday, but they should have been back by now. I hope they are not hurt!"  
Erza was trying with all her might not to loose her cool.  
"Please, Erza, you must go and bring them back,'' said Mirajane as master Makarov walked up to them.  
"Ah Erza, I'm glad you' are back," Makarov said. "I need you to go and bring Natsu, Happy, Lucy, Gray Jase and Ben back from Galuna Island as soon possible, they are in way over their heads."  
"Yes, Master Understood," Erza said, "I Shall leave at once."  
As Erza walked out off she herd Makarov talking to Mirajane about something.  
"Chances are once they see what have I received and if it is correct, Ben and jase might not see any point in coming back…"  
"Jase.'' said Erza.  
(FLASHBACK END)

While Erza did not have a clue as to what it was Master Makarov was talking about, she also could not understand why Ben and Jase would not wish to return what was it they were hiding.  
but what she did know that the other members of her team had broken very important rules of the Guild. If they were in danger, she would rescue them and allow them to recover before they were punished, and if they were fine, then their punishment would come straight away.  
From the Master's tone, Erza could tell, whatever information that awaited both Ben and Jase would probably be punishment enough for them, tho she wished Jase would be spared.

Back on the Island.

Gray and Lyon were stearing each other down.  
"Come on Gray what's wrong?" Lyon asked, "Is the guilt at last getting to you? I must warn you, do not get in my way, whether you like it or not, I am going to resurrect Deliora."  
"I will not let you do that!" Gray yelled, as Lyon jsut smirked.

"It will be just like the good old days," Lyon said, as ice started to form around his hand, "except that I have gotten much stronger since then." A magic circle then appeared in front of his hand. "Ice Make: Eagle!"  
And out of the magic circle came a flock of eagles, made of ice, and headed straight for Gray, who put his fist on top of his palm and slammed his joined hands into the ground.  
"Ice Make: Shield!"  
However, instead of crashing into the shield, the eagles flew around it, and flew painfully into Gray.  
"While your are great at using your ice to make inanimate objects, Static Ice Make Magic," Lyon said, "mine allows me to create living creatures, Active Ice Make Magic. Did you forget that my ice has the ability.?"  
Instead of saying anything, Gray gathered his magic again. "Ice Make: Hammer!"  
A giant sledgehammer flew down at Lyon, who just pointed up 2 of his fingers and Said. "Ice Make: Ape!"  
A large ape made of ice appeared and stopped the hammer, both shattered on impact. Lyon then ran at Gray who was wide open and kicked Gray into a wall and as he coughed up blood.  
"You are still using both hands when you cast your spells? Pathetic." said Lyon as he walked up to Gray and stepped on his head and then kicked him several times then threw him half way across the room  
"That is how we were taught by Ur remember," Gray said, "Single-handed spellcasting is incomplete and unbalanced!" He said whilecoughing up more blood.  
"Well, I'm the exception, that rule dose not apply to me," Lyon boasted, "I surpassed Ur a long time ago."  
Hearing that really got under Gray's skin. As he shot up and punched Lyon down "Shut your fucking mouth!" Yelled gray as he kicked Lyon into a wall.  
"Not bad Gray," Lyon said, "when we were children, you were never been able to land a single hit on me.."  
Gray brought his hands together again. "That's cause like you I'm a lot stronger now than I used to be!" He then slammed his hands against the ground and said. "Ice Make: Geyser!" Gray yelled as a spiked column of ice shot forth from the ground, engulfing Lyon, who didn't even flinch. At first, Gray thought that he had won the fight, but then the ice started to crack then it shattered, revealing a unharmed Lyon.  
"Is that all you have got Gray.'' asked Lyon as he got ready to strike.  
Lyon raised one of his hands and said. "Ice Make: Ice Dragon!"  
A giant dragon emerged, sent Gray flying into the air with a kick, then grabbed him and slammed him into the ground, then started to punch him into a pulp as he started to loose blood like crazy.  
"That's why I'm restoring Deliora to life to prove that I am more than Ur's star pupil." Said Lyon. "Even as a child, I had only one dream and that was to surpass Ur's in power to become stronger then her. But then you had to go and ruin it for me, Gray, after she died, I thought my lifelong dream of surpassing her had died with her. But then I realized something, there was still a way, if I can defeat Deliora, a demon so strong that even Ur could not defeat, then I will have at last surpassed her in power. My dream will finally become a reality!"  
Clutching at his side, Gray barley got to his feet. "Listen to me you son of a bitch, that thing destroyed everything we ever cared about, and you want to bring it back? That's insane!"  
Lyon's eye twitched as he grabbed Gray by the neck and held him up and punched and kneed him in the stomach then kicked him  
"Please," Gray begged, "you can't do this!"  
Finally, Lyon's composure snapped, and he sent dozens of small daggers of Ice at Gray from all angles, further injuring him.  
"Please, you can't do this?" he echoed, "Really, is that the best you can do?" as Gray fell once again, Lyon continued, "Funny, that's the same thing we said to you, the day you challenged Deliora! was the very day Ur lost her life!" with one final attack, Lyon sent Gray flying into a wall, "I can't even bear hear you say her name in my presence, now begone!"  
Stated Lyon as he turned and started to walked away, not even bothering to look at Gray as he fell.  
Gray still tried to get up.  
"You fool give up.'' said Lyon as he was suddenly sent into a wall and looked to See Ultimate Crabdozer.

"YOU DIE.'' said Lyon as he tried to Freeze **Ultimate Crabdozer** as raised his body temperature and melted the Ice and then kicked Lyon across the room then ran straight into him several times.  
"You make me sick.'' said **Ultimate Crabdozer** as he picked Lyon in his jaws and literualy chewed him up and spat him out.  
"I will greatly enjoy killing you.'' said Lyon as he got up Lyon raised his hand. "Ice Make: Ice Dragon!" the beast attacked **Ultimate Crabdozer** who dodged it and spat out several of wrecking ball sized flaming meteors at him each hitting there target. Lyon looked on in horror as the meteors melted his dragon.  
"Time to fight fire with fire, or should I say Ice with Ice.'' said **Ultimate Crabdozer** as he turned into **Hypnotick** ''Time to go Ultimate.'' said **Hypnotick** as he turned into a giant mantis that was the same size as Tyrannopede it was mostly red with six three toed legs four arms two had black blades for hands the others had three fingered hands it's wings were yellow it's eyes and antennas black. "Say hello to **Ultimate Hypnotick**.''  
Lyon and Gray were speechless.  
"Any final words tiny man.'' said **Ultimate Hypnotick**.  
Lyon raised his hand. "Ice Make: Ice Dragon!"as he summoned a ice Dragon and it charged **Ultimate Hypnotick's** eyes glowed yellow and shot forth a heat beam that melted the beast.  
Lyon raised his hand again. "Ice Make: Ice Dragon!" and summoned another Dragon that **Ultimate Hypnotick** sliced to pieces then kicked Lyon into a wall again.  
"Got any other cheap tricks.'' asked **Ultimate Hypnotick**.

Lyon raised both his hands. "Ice Make: Ice Dragons!"as several Ice dragons appeared.  
"Attack kill him kill now.'' yelled Lyon as his dragons charged.  
"Jase.'' yelled Gray fearing for his friend who just stood there.  
**Ultimate Hypnotick** went intangible and the dragons ran into each other and shattered to pieces as **Ultimate Hypnotick** flew out unharmed.  
"That all you got.'' said **Ultimate Hypnotick** as he brought out his wings and they started to vibrate and created a sonic blast that send Lyon once more into a wall and kept on blasting him for a few seconds then started to punch him into the ground then stepped on him a bit.  
"I will kill you.'' said Lyon as he passed **Ultimate Hypnotick** walked up to Deliora and opened his mouth and released a blue mist that further froze the demon and made the Ice bigger.  
"Let's hope that slows them down a bit.'' said **Ultimate Hypnotick** as changed into **Omnivoracious** and placed Gray on his back.  
"You best stay alive I don't wanna be blamed for your death Frosty.'' said **Omnivoracious**.  
"Ha frosty good one.'' said Gray as they left. They went to find there friends and talk about what to do next.

After they had left, Lyon who was badly hurt bur alive just barley got to his feet. He coughed up a bit of blood.

"That god damn take-over mage I don't care what it takes I swear no matter what it takes I will get him for this.'' said Lyon as he went to take care of his wounds.

He stopped to look at look up at the still frozen Deliora, soon you will be free and i can defeat you and finally surpass Ur in power.'' said Lyon.

**OK THIS IS IT FOR NOW PLEASE REVIEW AND JUST A LITTLE FYI DELIORA WILL BE COMING BACK TO LIFE THO NOT STRAIGHT AWAY HE WILL DIE THEN BE REVIVED AS FOR HOW YOU'LL HAVE TO WAIT TILL THE NEXT CHAPTER.**

**TILL THEN THIS IS MYZOR KING OF WAR SIGNING OUT.**


	7. Chapter 7

chapter 7

**OK Here it is everyone chapter 7 I have re-watched a few more episodes to help me with this any way on with the story.**

**Omnivoracious **with Gray on his Back. was still flying through the air as they then saw the village still in one piece. **Omnivoracious ** Flew down to the village, and saw Ben as **Fasttrack **trying to get out of a hole "Hey, what's with the hole?" asked **Omnivoracious **as he lifted **Fasttrack **out of the hole with his beak.

"Don't ask.'' said **Fasttrack **as he changed back to Ben and saw the bad shape Gray was in "Oh man, is Gray all right?" Ben asked.

"He looks like he got beat up pretty bad," Natsu said.

"and can someone tell me why there is a hole here.'' asked **Omnivoracious**.

"Lucy had her spirit Virgo dig a hole to trap Lyon's goons," Happy said.''

"And Ben fell in it when he got back.'' said Lucy a bit imbarrised.

"Well at least we got here before those jerks did.'' said Natsu.

"Speaking of which.'' said Ben as he pointed up into the air.

Everyone then looked up in the direction that Ben was pointing in and, and saw Sherry riding on her giant rat which to their shock was flying in the air, using its tail as a propeller and holding a giant bucket. Yuka, and Toby could be seen also on the rat's back.

The rat then started to pore green liqued out of the bucket.

"what is that stuff.'' asked Lucy as she saw some of it hit a plant which, started to sizzled and dissolved.

"It's acid!" Yelled ben.

"I knew that stuff smelled deadly," Natsu growled.

"Oh man this is bad.'' said **Omnivoracious.**

Above them, the rat Angelica threw the bucket over the village, releasing a wave of jelly large enough to cover the village and everyone in it.

"What are we gonna do.!?" Lucy screamed.

"Everyone run now.!" Natsu yelled as the people all started to run.

Ben then, activated the Omnitrix and after scrolling through he found the alien he wanted, he then slammed down the core when it popped out. And in a flash of green light there stood **TERRASPIN**.

"**TERRASPIN!"** he cried, and then withdrew his head into his shell and jumped into the air; his legs joined together into a single flipper, and all three began to spin around like the blades of a helicopter. And blew the acid away from the village.

"Alright Ben.'' said Lucy.

"It ain't over yet.'' said Jase as thye looked to See Yuka, Toby and Sherry.

"The Cold Emperor has ordered us to wipe out the village _and _its people," Sherry said coldly as she, Yuka and Toby approached, with Angelica right behind them, "We tried to show mercy by giving you all a quick and painless; but since that didn't work, we'll have to do this the hard, and painful way."

"Hey, bitch," Terraspin yelled out in angr, "death by acid is _not a _painless death!"

"Yeah it seems like a painful death to me.'' said **Omnivoracious**.

"four wizards, and a cat this shouldn't take long." Stated Yuka

"Ready to fight, guys?" Terraspin asked.

"Yeah!" Natsu said.

"These creeps are going down!" Lucy yelled.

"Aye!" Happy shouted.

"Okay, I'll take dog-boy over there," Terraspin said, "Natsu, take eyebrows; Lucy, go after rat-girl. and Jase look after the villagers and Gray"

"You got it.'' said **Omnivoracious**.

The wizards and cat nodded, but their enemies were clearly offended.

"I'm not a dog!" Toby yelled.

"Eyebrows?" Yuka repeated, while feting mad.

"Rat-girl!?" Sherry screeched, "Oh, you are dead do you hear me!"

Seeing that both sides would be showing no mercy, the villagers quickly retreated, though they had to drag Moka, who did not wan to leave his son's grave, they also had to carry Gray, who who was still to badly hurt to join the fight.

"Angelica attack." Said Sherry as her pet tried to attack the villagers, only for **Omnivoracious **to go **Ultimate Omnivoracious **who fired a eye blast from each of his eyes at the giant rat. Who fell down like a ton of Bricks. **Ultimate Omnivoracious **then grabbed the rat by her tale with his beak and spun her around and sent her flying to the beach.

"Oh no Angelica.'' Cried Sherry as she went after her pet.

"Oh no you don't.!" Lucy yelled, as she gave chase to Sherry.

"I hope she dose okay," Terraspin said.

"I'll go check on her," Happy said, as he sprouted his wings and flew off.

"Hey Ben," Natsu said, "After we finish with these guys, could you go after him?"

"Sure," Terraspin replied, "let's make this quick."

Terraspin rise, then slapped the Omnitrix dial. And in a flash of green light, he was replaced by a **Chromastone**.

"**Chromastone****!"**

"Don't think you can win," Yuka said, drawing Natsu's attention back to him, "we used to be in a famous Guild ourselves once. In fact, the famous Iron Rock Jura is was a member of the same Guild; surely, you have heard of Lamia Scale?"

"Nope not really," **Chromastone **said calmly, causing Yuka and Toby's jaws to drop, "Never heard of it of this Iron-whoever guy, either." said **Chromastone**"And I do not really even give a damn.''

Natsu saw Yuka was wide open, and lunged at him and tried to punch Yuk in his face, which was blocked by barrier.

"Hey!" Yuka shouted, "Listen when I'm talking to you!"

"Why?" Natsu asked, "You think we care what Guild you used to be from, or who the other members of that guild are? We came here to help these people and you're the ones who put them in danger in the first place! That makes you enemies of Fairy Tail, and that gives me more than enough reason to fight you."

"As for me," **Chromastone **said, "I simply know the difference between right and wrong, and I know that you are definitely not in the right!"

"Toby," Yuka said calmly, "take care of the Take-Over wizard; I willl deal with Salamander."

Toby growled and then jumped at **Chromastone**, and tried to scratch him with his sharp nails but they did nothing.**Chromastone** then grabbed him by his neck.

"Bad dog," **Chromastone **said with a smirk, "no biscuit for you!"

"I'm not a do—ooph!" before Toby could finish **Chromastone **punched him in his gut, knocking him back.

Toby hopped back to his feet and lunged at **Chromastone**, who hit him with a energy blast from his chest.

"You know," he said, "your friend over there is lucky; Yuka is tough, but _I'm _tougher!" said toby as his fingernails turned green and extended several inches. "These are my Mega-Jellyfish Paralyzing Claws! bet you can't guess what they do!"

"Paralyze you?" **Chromastone **asked as Toby's jaw then dropped.

"How did you know that?" he gasped, "Have you got ESP or something?"

"No," **Chromastone **said, "you are just plain stupid."

"No one talks to me like that!" Toby yelled, as he swung his left hand at **Chromastone**, only to brake his nails when they hit., "Hey what gives claws, should have Paralyze you!" said Toby.

Toby then tried slashing him again, but instead on dodging, **Chromastone **just pucnhed Toby rith in the face.

"OW my face it hurts!" Toby cried, and then glared at **Chromastone**. "I will kill you for that!"

"Hey, hold on one sec," **Chromastone**said.

"What what is it.'' asked Toby as **Chromastone **pointed to his forehead, "You got something on your face, right here?"

"What is it is it here?" Toby asked, as he touched his own head with his fingers and unfortunately for him, the hand he used was the one withthe undamaged claws, so he ended up paralyzing himself. As he fell to the ground, **Chromastone **started to laugh.

"Oh, man! I can't believe he fell for that.!" Said Toby.

Meanwhile Natsu wass still fighting yuka, who blocked all of Natsu's attacks with a blue barrier.

"It's useless," Yuka commented, then pointed two of his fingers like a gun, **"Wave!"**

A blast of blue energy shot forth, at Natsu who narrowly dodged it.

"Give up this fight, the energy that I use disrupts all types of magic," Yuka said smugly, "which means that none of your spells will work against me!"

"So that iss why my fire could not break through his barrier," Natsu said, understanding.

"I specialize in anti-wizard magic," Yuka said, "something I was known for back in my days at Lamia Scale. For you see, all wizards are helpless before me; even you!" stated Yuka as Natsu then punched him right in the face. Knocking him out.

"that's what you get for being a chatter box.'' said **Chromastone **as he changed back to Ben**.**

"Well that's that.'' said Natsu.

"Yep.'' said Ben.

"Hey, Ben, weren't we going to go after Happy and Lucy?" asked Natsu.

Ben then smacked his forehead. "Damn it I forgot!" said Ben.

"Okay, you go after them," Natsu said, "I'll go and check on Jase and gray.'' said Natsu.

Ben then went **XLR8 **and went to check up on Lucy and happy.

Ben reached his destination in no time, and found that the giant rat out cold.

"Ben!" Happy's voice cried out, "Run run for your life!" said Heppy as he flew behind **XLR8**.

**XLR8 **turned around, to find a sword pointed right at his throat; his eyes followed the blade to the arm that was holding it, and then to that arm's owner.

"Oh, hi," he said, giving his best smile, "you're Erza, right?"

Erza just gave Ben a hard stare, causing him to laugh nervously.

"Um, I can explain?" he said.

**Some time later. **

Back at the village.

Ben, Lucy Happy, Natsu and Jase were being given a death glare by Erza Scarlet.

"OK Erza we can explain.'' said Ben as Erza held a sword to Ben's throat.

"I do not care what your explanation is." Erza said,

"Oh come on," Ben mockingly-whined, "it is a very good story!"

"I do not care we are going back to the Guild." Stated Erza as she lowered her sword and began walking to the beach.

"Hey, wait a second," Ben protested, "Gray's hurt, Jase and Natsu also…"

He didn't get to finish his sentence; Erza had once more pointed her sword again at his neck, the blade pushed against his throat, her eyes blazing with fury,. To the surprise of the others, Ben didn't flinch.

"We _can't _leave," Ben said. "Gray is hurt, and I do not think he can be moved ,Jase is still needs rest from his fight, and there's an evil wizard who wants to resurrect a powerful demon, and the villagers here have been living under a curse for the past three years.

"You can say what you want, but I'm not leaving this island until these people can go outside without being afraid of turning into monsters, or being killed by wizards. and trust me Jase will back me up" stated Ben.

Slowly, the wrath in Erza's expression faded to a more neutral demeanor, and she lowered the sword again.

"I will wait until Gray is well enough to move," Erza finally said, "and then we will all leave this place.

"Fine," Ben said, "I'll wait until then."

The next day, when Gray woke up, he noticed two things; first, that he was in a tent, but otherwise ignorant of his surroundings and second, that his pain had lessened greatly. With some effort, he stood up, noticing that someone had bandaged his torso, shoulders and head.

"Still breathing I see.'' came Jase voice as Gray looked to see him siting against the wall.

"Jase your alright.'' said Gray as he tried to get up.

"Easy man.'' said Jase as he helped Gray up.

Stepping out of the tent, Gray saw that the village had been partly wrecked.

"Oh, thank goodness," a voice from behind Gray said, causing him to turn and see one of the village girls who called herself Lulu, "I'm glad you're awake."

"She is the one who helped you.'' said Jase.

"What happened.'' asked Gray.

"Lyon's goons attacked the village.'' said Jase.

Gray. Then he remembered Lyon ordering his lackeys to destroy the village and kill everyone inside.

_I can't believe he actually tried to do it, _Gray thought, disgusted with his fellow student.

"Calm down everyone is alive.'' said Jase.

"You know," the girl said, "it's a miracle that Natsu, Lucy Jase and Ben were here; because of them, everyone in the village survived the attack."

"It's a relief that no one died." Gray said, grateful for how things went. "Are the others still here?"

"Yep.'' said Jase.

Gray made his way over to check on his friends. He then got the fright of his life when he saw Natsu, Lucy and Happy all tied up and Erza siting near them with a pissed off look on her face.

"You made me wait Gray," Erza said in a calm, yet dark, tone.

The only thing that kept Gray from turning tail and running was the fact that he was still exhausted from his fight with Lyon.

"As it is," Erza started to talk, "you Ben and Jase were sent to stop these fools, not join them, needless to say, I'm very disappointed." said Erza as she got up we are going back to the Guild."

"But what about the villagers.!" Came Ben's voice as he and Jase walked in.

Erza glanced at him. "I came here solely to bring you all back to the Guild; I'm not interested in anything other than that."

"Seriously!?" Gray yelled, "Have you not seen the people on this island!?"

"I have," Erza said.

"And you are just gonna turn your back on them!?" Gray asked.

"Their request is posted on the Request Boards of every Guild Hall, the villagers would be better served by wizards who are S-Class. You, on the other hand, are not qualified."

"How can you be so heartless?" Gray asked.

Erza whirled around, furious. "What did you say!?"

"Ok enough is enough.'' said Jase. "Look Erza we know what we did was wrong but these people needed us, I get we broke some big time rules and you might not agree but sometimes rules are meant to be broken, like the situration we are in now, if you must punish us then let us finish this first we will take responisbility for it and you may take the reward but let us help these people first'' stated Jase.

Gray, Nats, Lucy and Happy were all shocked to see that Jase spoke like that to Erza and that she did not get angery at him for it.

"What Jase said.'' came Ben's voice, "If I turn my back now then I might do it again and again and if I did I'd never forgive myself, we are staying till this is over isn't there anything we can do to make you let us stay.'' asked Ben.

Erza just walked over to Natsu, Lucy and Happy and freed them.

"Hooray!" they all cheered.

"This doesn't change anything," Erza growled, "You're still going to face punishment."

Their faces fell. "Yes, ma'am."

"I will stay and help as for what you can do to repay me we will talk about it later.'' stated Erza, while looking at Jase.

**Some time later **

Ben and Natsu went to spy on Lyon.

at the temple.

Lyon stared at his the only minion he had left Toby, his arms crossed. "how are you the only one who is left standing,?"

Toby just shifted nervously.

Lyon sat down. "Those Fairy Tail wizards, while I hate to say it… they're quite impressive, and clever, too, if they were able to trick you into paralyzing yourself." Lyon stated as he then remembered the lose he suffered at Jase hands ''that Take-Over wizard was dangerous.''

"Could we please keep that thing a secret?" asked Toby

. "This unfortunate turn of events could put the resurrection of Deliora in jeopardy."A new voice intruded on the conversation.

Toby jumped a little as a, hunched man who wore worn, red clothes, a gray cloak and a red, horned mask that covered the upper half of his face. His mouth, the only visible part of his face, showed a wide grin. Appeared.

Lyon hid his surprise well, not even batting an eye. "Zalty, you are just as stealthy as ever I see."

"If all goes as planned," Zalty said, "the demon should awaken at some point tonight, but we have to keep an eye on those wizards; if they were to interrupt the Moon Drip ceremony, then Deliora would forever remain entombed in ice. Salamander and Titania are very powerful, as are the Take-Over wizards, and there is a good chance that they could foil our plans."

"As always," Lyon said calmly, "you seem remarkably well-informed. However, I can't say that I'm worried. While those Fairy tail wizards are strong, they are no match for me."

"I was hoping you would say that," Zalty said, "so it's very reassuring to hear. Still, allow me the honor of joining you in battle."

"you mien you're a wizard!?" Asked Toby.

"That I am," Zalty said, "tho it has been a while since I used my magic, but I have dabbled in a kind of Lost Magic."

Lyon considered it for a moment as the temple suddenly started to shake!

"Is it an earthquake?" Toby asked worriedly.

"I don't think so," Lyon said, as the shaking slowly started to stop.

"It's calmed down!" said Toby.

After a few more rumbles, parts of the temple started to fall apart, nearly causing Lyon, Toby and Zalty to lose their balance and fall. And just as they thought that it was over, a blast of fire ripped its way up through the floor, nearly frying them.

"What is the meaning of this!?" Lyon demanded. Zalty looked into the hole in the floor and grinned.

"It would seem that Salamander has chosen to make the first move, though I would have thought he'd come alone, he seems to have brought with him one of the Take-Over wizards."

Below them, stood Natsu and **Armodrillo**.

"We were only surppose to spy on them," **Armodrillo** said.

"Yeah, yeah, I know but I wanna fight," Natsu grumbled good-naturedly.

"Just what in the hell are you two doing here!?" Lyon demanded.

"We were here to spy on you.'' said **Armodrillo**.

"But We are gonna knock this place over," Natsu said. "And kick your asses.''

"That and now, you won't be able to shine anymore moonlight on the Deliora.!" said **Armodrillo, **as what they did caused Deliora to get barried under tons of rock and earth.

"How dare you!" Lyon raged, "Who do you think you are!?"

"Just 2 dudes who are gonna kick your asses," **Armodrillo **said.

Natsu used his magic to make, fire shot out of the bottoms of both of his feet, causing him to be shot, upwards like a rocket.

"I did not know he could do that," **Armodrillo **said, then slapped the Omnitrix dial, turning into **ASTRODACTYL**.

"**ASTRODACTYL!" **he yelled, as he activated his jet pack and flew after Natsu.

"**Fire Dragon Sword-Horn!" **yelled Natsu as his entire body was wrapped in flames and collided with Lyon head-first. the impact Caused Lyon to be sent up into the roof.

"Dude that was brutal!" Astrodactyl said, as he caught up to Natsu.

"You are dead.'' Yelled Lyon as he jumped off the roof at Natsdu and **ASTRODACTYL**.

Astrodactyl quickly slapped the Omnitrix dial again and became. **"NRG!"**

just as Lyon was inches away from them and went straigght into one of **NRG's **fists.

"That had to hurt.'' said **NRG **as he threw Lyon to natsu who kicked Lyon so hard he was sent into a wall.

**"Ice Make: Eagle.!" **YelledLyon as he held out one of his hands.

A magic circle appeared, and out flew a flock of Ice Eagles that darted towards **NRG **who just stood there, adn when the eagle hit him they shattered.

"Hahahaha nice try but no.'' said **NRG **.

"Enough talk let's just get him.'' yelled Natsu as they ran at Lyon.

But before they could reatch him, Zalty held out a hand, and the floor under them suddenly became brittle and turned to dust, sending them plummeting to the temples lower levels.

"Well now, luck would seem to be on your side, Cold Emperor." said Zalty.

Luck, however, was not on Toby's side, as a pice of the temple had fallen on him when it was being wrecked by the fight.

"Can we keep this a secret too please?" Toby whined pitifully.

"Zalty just what did you do?" Lyon asked, suspicious of just what kind of magic Zalty just used.

"Why whatever do you mean?" asked Zalty innocently.

"Do not play games with me," Lyon snapped, "You had to have made that hole in the floor with your magic."

"My, my don't you have a ever the watchful eye?" Zalty commented, "Please sir, allow me to explain my actions, you are the only who can defeat Deliora, so you must remain safe until his resurrection is completed."

Before Lyon could say anything Natsu and **NRG ** had climbed back up.

"Leave them to me," Lyon commanded, as **NRG **and Natsu got ready to fight again, "I can handle them myself. Then I wil defeat Deliora, and everyone will worship my name,

"Dude get over youself.'' said **NRG**.

''Silence I have worked too hard to let you two wreck everything."

"Why do you even want to fight Deliora? I miean he looks half dead already! You're going through all this trouble , just so you can fight some half dead demon!?"

"When ya put it that way, it does sound like a really stupid plan." **NRG **said.

"Shut up I will rise above Ur's legacy," Lyon said, as he then sent another wave of Ice Eagles at the two, "I will fulfilled my dream!"

"Why go this far?" Natsu asked, as he dodged the attack, while **NRG **simply stood still as his armor was to strong for them to penertrait , "Can't you just go and challenge Ur and be done with it?"

"If I could don't you think I would have!" Lyon snapped, "But because of Gray Ur has been dead for years. If he had not tried to challenged Deliora to a fight, Ur would not have had to sacrifice herself to seal the demon away!"

Natsu remembered Gray telling them about Ur having sacrificed everything fighting Deliora.

"Hey man," NRG said to Lyon, "I get that you're angry, but what you're doing is wrong your hurting innocent people, I know I never met this Ur woman, but if she was willing to sacrifice her life to stop Deliora, I'm pretty sure she would want you to stop what it is you are doing."

"SILENCE!" Lyon yelled as he sent a wave of ice at **NRG**, who stopped it with a concentrated beam of radiation.

"Dude just do yourself, and us, all a favor and just give up!" **NRG **demanded.

"NEVER," Lyon replied.

"Oh, he is asking for it," Natsu said, as he wrapped his fist in flames.

Before either of them could do anything, the wall next to them began to crack, until it shattered, revealing Gray!

"Good to see you on your feet, Gray," **NRG **said. "Where are Lucy Jase and Erza?"

"They are taking care of those robed goons they shouldn't be long. Now, both of you back off," Gray said to both **NRG **and Natsu, "it's time Lyon and I ended this once and for all."

"Forget it!" Natsu said, "he already beat once!"

"And it won't happen again," Gray said, "this time I'm ready."

"You seem very shore of yourself," Lyon said.

"You were right about what you said, Lyon," Gray said, "I _am the one _responsible for Ur's death."

"But you are not any better," Gray continued, "You threatened my friends, brought harm to the people of this island and to top it all off, you are trying to destroy what Ur gave her very life for."

Gray widened his stance, stretching out his arms, and then crossing them at the wrists. While **NRG **and Natsu did not know what Gray was doing, Lyon on the other hand looked absolutely terrified.

"That stance… the Iced Shell!" said Lyon.

Both **NRG **and Natsu were shocked, Gray told them about that spell. It was what Ur had used to seal Deliora away. It was also what killed her.

"Are you insane?" Lyon demanded.

"If you want to live," Gray said, "Undo what you have done to the villagers, then leave this island and never return!" said Gray as a magic circle appeared under his feet. "If you agree to that, I willl stop, otherwise, this is the end for both of us."

" You don't fool me, I know you're bluffing!" Said Lyon hoping he was right.

In response, a torrent of ice began to spread from the magic circle.

"No, I'm not," Gray said.

"You will die to!" Lyon said as he tried to use his own magic to block it, but efforts were blown away by the sheer power of Gray's spell.

"Gray don't do it!" Natsu shouted.

"Come on, man," **NRG **yelled, "this isn't how you should stop him!"

"For years, I've lied to myself," Gray said, "I did not want to admit that Ur died because of me. Or because of what I did, but she did, and now it is time I at last took responsibility for what I did back then. I'm not afraid to die, if that what it takes then so be it!"

"Stop this now!" Lyon was practically pleading.

"What will it be, Lyon?" Gray demanded, "Are we both going to die, or are we both going to live? It's up to you!"

"You wouldn't," Lyon said, with a hint fear in his voice.

"Oh yeah, just watch me," Gray stated.

_Natsu, Ben, and all of my friends in Fairy Tail, I leave the rest is up to you._

"**Iced She…"**

Before Gray could finish the spell **NRG's **made contact with with Gray's gut. Gray fell to his knees, stunned, giving Natsu time to restrain his arms behind his back.

"What in the fucking _hell _is it you are trying to pull you moron!?" NRG demanded.

"I've got a score to settle with him!" Gray protested.

"How the fucking hell is killing yourself going to settling a damn score'?" **NRG **asked, "You, dying and then leaving us to clean up the mess only makes you a coward."

Gray hadn't thought about it like that, but perhaps he really _had _been using the Iced Shell as an excuse to escape all the guilt he had been feeling over the years. While he felt terrible about what happened to Ur, realizing what he was about to do would have done made him feel even worse.

Before Gray could apologize, the room began to shake.

"Now what?" asked Natsu.

The room, along with the rest of the temple, had started going back to their original position. In a few moments, it was as if the damage that Natsu and Ben had inflicted had never happened.

Natsu let go of Gray and began stomping the ground in frustration, while **NRG **was just confused; what the heck had happened?

"This is bad," Gray said, as natsu let him up, "now the moon will shine down on Deliora!"

"Indeed.'' came Zalty's voice.

"I should have known it was you," Lyon said.

"Yes and the moon will soon rise," Zalty stated, "so I thought I would straighten the temple for you."

"You mien after all the trouble we went through to trash this place it was all for nothing," Natsu complained, as he looked at Zalty, "Hey, so how did you fix it, huh?"

Zalty just laughed maniacally and ran off.

"Get back here, you masked freak!" Natsu shouted, and gave chase.

"Natsu wait up," NRG ssaid as he slapped the Omnitrix dial, and after a green flash, and in his place stood, **HEATBLAST**.

"I will go and help Natsu, you take down Lyon.'' said **Heatblast** as he went to go help Natsu.  
"Got it.'' said Gray. As **Heatblast** went to help Natsu.  
"My, my," Lyon said, "Such a interesting group you are part of."

"You don't know the half of it.'' said Gray  
"You still want to fight me? After what happened last time?" asked Lyon  
"Shut up and fight me.'' said Gray.  
"Don't kid yourself fool," Lyon laughed, "you could never defeat me.''  
"Enough talk," Gray yelled. "Lyon forget about Deliora, unless you want to kill Ur" Gray said.  
"What are you going on about now?" Lyon asked.

"It's Ur she is still alive." Said Gray.

…  
With Natsu and Heatblast.  
Both were, chasing a still-fleeing Zalty,  
Finally, Zalty stopped running and pointed a hand at the ceiling, and a chunk of the ceiling came loose and fell right on top of Natsu!  
"Natsu look out!" yelled Heatblast as he used flames from his hands to rocket himself towards Natsu and tackled him out of the way.

"Thanks Ben," Natsu said sheepishly, as Zalty waved a hand, and the chunk of ceiling that fell, lifted right back up to where it was the damage disappeared like it never happened.  
"You asked before how, I fixed the temple, That's how I fixed the temple," Zalty said. "That is how.  
"You have time based powers don't you?" Heatblast asked.

"Yes, I do, but how did you figure it out so quickly?" asked a Shocked Zalty.  
"Your not the first person I have met who can do stuff like that," Heatblast said, as he remembered his friend Professor Paradox, "but he is way more powerful than you."

"Hmph," went Zalty, "The magic I wield is extremely rare, so rare that it is one of the Lost Magics.''  
"Your Dragon Slayer friends magic is another example of Lost Magic," Zalty said While looking at Natsu.

Before they could say anything more, Zalty laughed and vanished.  
''What is it with people with time based powers and disappearing like that? Heatblast asked.

Back with Gray and Lyon.

Lyon did not move a muscle, as he looked at Gray with wide eyes.

"The Iced Shell does not kill the caster," Gray stated, "it uses their body to form the barrier, the ice Deliora is sealed in, which you have been trying to melt, is really Ur. She isn't dead she lives on in that ice."  
Lyon just stared at him.  
"I'm sorry I should have told you the truth back then," Gray said, " but Ur made me promise to keep it a secret. She was worried that if you knew, you would spend the rest of your life trying to change her back." said Gray declared, as he waled closer to Lyon, "There is no reason for you to go through with this anymore."

Lyon said nothing he just raised one of his hands, and before Gray could do anything, Lyon sent a icicle flying at Gray's right side and deeply wounded him ! Gray fell to his knees, clutching his wound, lucky for him nothing vita was hitl, but it still hurt.  
"You idiot," Lyon said, "I'm fully aware of how the spell works, I can assure you that she is dead. That chunk of ice is just that nothing more than a chunk of ice!"

"You mien, you knew the truth this whole time?" Gray said clinching his teeth in pain and rage, "And yet you still did all this!?"  
"Yes what of it?" Lyon asked, as Gray delivered a punch, to Lyon's face that sent him flying into a wall.  
"That is not possible!" Lyon said, "How the hell can you move.''

"Enough," Gray yelled, "I had wanted to save you, but I see now that I have to instead take you down."  
Lyon got to his feet.  
"You still want to fight me." Asked Lyon as Gray punched him again.  
"Shut the hell up and fight you asswipe.'' said Gray

"I should have killed you when I had the chance!" Lyon yelled, as both of them started hitting the other for a moment, they were stuck like that, before a sudden burst of strength allowed Gray to send Lyon crashing into another wall.

"You will not defeat me.'' Yelled lyon.  
"Bring it on bitch.'' said Gray  
Lyon just pointed one of his hands at Gray. "Ice Make: Ice Dragon!"  
A giant dragon of ice flew at Gray, clamping its jaws on the wizard; fortunately, Gray was able to break the ice enough that he was able to fall out of the construct's mouth. Still, it was another painful wound.  
"Is that the best you can do.'' asked Gray.

Meanwhile  
Zalty stood before a still frozen Deliora.  
"At long last Deliora is almost free," Zalty said, just before Natsu and heatblast arrived.  
"There you are!" Natsu yelled, "We still have a fight to finish!" yelled natsu as he charged at Zalty who dodged the attack  
"What part of 'wait until I'm in position' did you not understand?" he yelled at the Dragon Slayer.  
"I couldn't help it," Natsu protested, "He pisses me off!"  
"Just how did you manage to find me?" Zalty asked.  
"I followed my nose," Natsu said, "For some reason; you reek of lady's perfume."  
Zalty laughed it off. " As much as I would love to stay and chat, but I have other things to do."  
"Like getting your nails done?" Heatblast joked.  
"Like reviving Deliora," Zalty responded.  
"That is not gonna happen." Yelled Natsu as he got close enough to punch Zalty in the face.  
"What now feak.'' asekd Natsu  
Zalty just smiled and pointed at Deliora.  
To their shock, there was a stream of Moon Drip hitting the ice!  
"Someone is performing the ceremony?" Natsu asked.  
"But I thought Gray said that Lucy Jase and Erza were taking care of it?" Heatblast wondered.  
"They took out the chanters yes," Zalty confirmed, "however Toby snuck off during the fight and is performing the ceremony now by himself as we speak. It won't be much, but it will only take a little more to free Deliora."  
Sure enough, the huge chunk of the ice began to crack and shatter, causing Natsu to panic.  
Zalty used this as a chance to escape.

The frozen body of Deliora started to shake, the vibrations were strong enough to make the entire temple shake.  
"I hope that was either Natsu or Ben?" Gray asked, as he felt the temple shake.  
"The ceremony is nearing it's completion," Lyon said, "the ice sealing Deliora has started to melt."

…  
Back with Natsu and Heatblast both looked on in shock, as the ice around the frozen demon kept on cracking and felling off as the demon started to get free.

On top of the temple, Toby fell to the ground in pain, Erza standing over him with a raised sword to his neck. Even though he'd been defeated, Toby still looked triumphant.  
"You're too late! The ceremony is already completed; Deliora is now free!"  
"Not if I can help it.'' said Jase as he went to see if he could stop it.  
"Jase no.'' said Lucy, but it was to late jase had left.

Gray carried a knocked out Lyon to were Natsu and heatblast were. And he looked on in horror at the sight of, Deliora as he shook off the last of the ice that was on him and started to walk forward.  
"No," Gray's voice caused Natsu and Heatblast to turn and see the limping ice wizard walking towards them.  
"Sorry Gray, we couldn't stop it," Natsu said, "I guess our only choice is to take that thing down."  
"What he said," Heatblast said, before the Omnitrix dial started to blink red and in a flash turned back to Ben.  
They then herd Deliora roar making them all flinch.  
"None… none of you are strong enough," ca,e Lyon's voice weakly as he woke up and started dragging himself towards the demon. "But I will defeat Deliora."  
"Dude in the shape your in right now, you couldn't defeat a wet paper bag." said ben  
"S-silence!" Lyon shouted, "I will surpass Ur… at long last."

Lyon kept on draging himself across the ground,  
"My dream… will be… fulfill—at last!"

Deliora took another step forward, and was about to crush them.  
Before that could happen **Hypnotick** appeared having phased through the wall and then went '**Tyrannopede** and landed Deliora while delivering four kicks to him and to everyones eyes, Deliora began to crumble into dust! in seconds the entire monster had literally gone to pieces.  
"Wow I did that.'' **Tyrannopede** asked."No…" Lyon yelled, "Deliora it was already dead. For ten years, Ur's spell must have been gradually sapping the demon's life-force, and what we just saw was its last breath."  
"Wow," Natsu said, as he patted Gray on the back, "your teacher was pretty awesome!"  
"Yeah," Gray said,as he realized that his nightmare was finally over, "She was."  
"Yeah yeah let's just get put of here before the whole place comes down on us.'' said **Tyrannopede** .

Some time later.  
they exited the temple and arrived back at the village.  
"Oh yeah we won!" Natsu yelled as they returned, "We finished an S-Class quest all by ourselves!"  
"Yeah.'' Lucy said all excited, "Do you think Master Makarov will make us S- class?"  
"I highly doubt that.'' said Jase.  
"Like wise.'' said Ben.  
"Yeah have you forgotten you came here against the rules.'' said Gray.  
"Isn't there something you're all forgetting about?" Erza said, "You came to this island to help the villagers to break the curse they are under which you have not yet done. Thus quest is not yet completed."  
"Aw, man," Ben moaned, "why is it never easy?"  
"Don't tell me you forgot that.'' asked Jase.

Back at the temple.  
a man with pale skin dressed in red and black with a wooden,staff with a bird like head on top with a ring that runs through its eyes appeared were Deliora had fallen. It was the same man who gave that dark guild the lullaby.  
"I knew I should have gotten someone else to do this instead of that fool Lyon.'' said the man, as he walked over to the demon's remains.  
"They think this is over do they, they could not be more wrong.'' said the man as he started to laugh.

**WELL THAT IS IT FOR NOW SORRY IF IT IS A BIT LONG. AND JUST FYI DELIORA WILL BE COMING BACK TO LIFE AS FOR HOW YOU"LL HAVE TO WAIT TILL THE NEXT CHAPTER.**

**TILL THEN THIS IS MYZOR KING OF WAR SIGNING OUT.**


	8. Chapter 8

chapter 8

chapter 8  
I would like to state I have the next chapters planed out and I am going to bring in two more OC's of mine as members of Phantom lord who will at the end join Fairy tail one is a Dragon slayer adn the other his cat.  
I also re watched some fairy tail episodes to get some ideas for this and changed somethings any way on with the story.

the man stepped over to the demons remain and placed a round charm in the mouth of his staff then stood it up in the ground and started to chant as spell and the eyes of his staff glowed as did it's mouth and the charm flew out of the mouth and into the ramains and the demon started to return to life.  
"I don't know how tennyson got here but soon it wont matter.

WITH OUR HEROES.

"I don't understand.'' Lucy said. "I mien Deliora is dead so why has the curse not been lifted.'' asked Lucy.  
"That is because the curse did not have anything to do with Deliora.'' Stated Erza ''The villagers were affected by the magical energy from the Moon Drip. In other words, Deliora's death has changed nothing." Erza stated.  
"So what do we got to do the fix things.'' asked Jase.

Gray looked over ar Lyon, who was seating under a tree. "Lyon, do you know how we can undo this?"  
"I do not." answered Lyon .  
"You what?" asked Natsu.  
"Huh?" Happy added in disbelief.

"But the villagers told us when we arrived, that the curse started the same time you and your goons showed up and started to try and revive Deliora."

"When we first arrived here three years ago, we were fully aware that there were people on this island. But we did not go near them, instead we left them alone. They never once came to the temple to see what we were up to."  
"But the light from the Moon Drip is so bright you can see it practically anywhere on the island. It's kinda weird they saw it every night and never went to investigate." Lucy noted.

"It was not the spell that transformed the villagers." Lyon said. "The Moon Drip has no effect like that what so ever on the human body."  
"Yeah right "you're just avoid geting in trouble," Natsu accused.  
"Use your brain you idiot. Bith my minions and I were exposed to the Moon drip longer than any of the villagers have and nither mine or their appearances have changed not one bit." said Lyon.  
"You know he is right." Lucy pointed out.  
"Yeah he dose make a good point.'' said Jase.  
"Yeah it does make sense." Ben admitted.

"But what about the curse we still have no way to lift it." Gray asked.  
"I have no idea." Erza replied.

SOME TIME LATER

The team returned to the village. They ran into Moka  
"I'm glad you are safe but when are you wizards finally going to destroy the moon for us?! Well!?" asked Moka.  
"Not that again.'' said Jase.  
"Destroying the moon is a simple task, sir." Erza stated.  
"What?" Lucy, Happy, Ben, and Gray remarked in shock.  
"She's kidding, right?" Jase asked.  
"Don't know.'' said Gray  
"But before I do that I have to ask you and the other villagers a few questions." Erza stated. "Would you mind calling in everybody for a meeting?"  
"This is probanly gonna end bad.'' said Ben.''

SOME TIME LATER

"OK I want to make shore I got all of the facts straight, this all started when the moon turned purple, am I correct?" Erza asked.  
"Yes," answered Moka, "during the day all of us are fine but when the moon comes out we transform into what you see now."  
"And the moon first turned purple three years ago, right?" asked erza.  
"Yes," answered Moka  
"We've learned that a ceremony called Moon Drip was performed on this island every night for the last three years, and each night a beam of light was produced so bright that no one could miss it." Erza explained.  
Suddenly, with a shriek, Erza stepped onto a pile of leaves and fell into a hole, which startled everyone.  
"I guess we forgot that Lucy's trap was still here." Happy said.  
"She screamed…like a girl?" Natsu said.  
"Yeah…and it was cute." Gray said.  
"Man Lucy you are screwed.'' said Jase "You better start running.''  
"OH MAN I AM SO DEAD !" screamed Lucy.

Erza quickly climbed out of the hole and stood back up, acting as if nothing happened. And got back to talking. "Seriously, did none of you ever wonder where that light came from?" Erza asked the villagers.  
.The villagers looked at each other and talked, however, it sounded as if they had no answer for her question.

"Well…" said Moka as he started to talk, "We tried to look into it but according to village legend we are forbidden to go anywhere near that temple."

"And well…to be honest, we did try to investigate what was going on at the temple many times. We tried we would venture out into the jungle to the temple many times But we could never get near it. We would always find ourselves back at the village gates."  
"But…how's that possible?" asked Lucy.  
"We all got to the temple without any problems at all, Well OK the first time we were attacked by that giant rat." Said Ben.  
"We did not say anything to you earlier because we thought that you would not believe us." Moka said.

Erza just, absorbing every word she herd. "Yes I think I have got it." She stated.  
As, her entire form was then covered in yellowish-white light. When it faded, her previous wear had disappeared, and was replaced by armor that was mostly yellow with blue highlights, with a blue cross on the torso plate, arched shoulder plates, and a white fur trim on the bottom of her shoulder plates.  
"Natsu, I shall need your help in order to destroy the moon." Erza said.  
"Really?!" Natsu exclaimed with a large, bright grin on his face.  
"W-w-what?!" a shocked Ben yelled.  
"Are you shiting us.'' asked Jase.  
Gray, Lucy, and Happy's jaws dropped to the ground. the villagers all stood there in shock.

Natsu approached Erza, with big grin still present on his face. "Where do you think we should go, the temple? It's a lot higher up there."  
"We'll do it from here." Erza replied impassively. "The villagers can't go near the temple and they need to witness this."  
Gray, Lucy, Ben and Happy stood by. Ben Jase and Gray looked at the duo as if they were crazy, Lucy was still shocked, and Happy looked excited.

"She can't be serius about destroying the moon," Ben said, "I don't think even most of my aline could pull of something like that."  
'Though Alien X could, but I won't count him since Iuseing him is very hard.' Ben thought, 'unless, of course, the situation is extremely dire and Waybig and Atomix they could do it.'

"OK Erza can I ask how you are gonna do what you just said.'' asked Jase.  
"This is my Giant Armor," Stated Erza, "it increases my strength and allows me to throw farther. And this…" Erza held out her right hand, as a magic circle appeared. And out came a seven foot tall spear with a blue shaft, yellow armored base, and a cross shaped, yellow spear at the top. "…this is the Spear of Ha-Ja, which I shall use."  
"I still think this will end bad.'' said Ben.  
"Like wise here.'' said jase.  
"I see you're going to use that spear to knock the moon right out of the sky!" Said Natsu.  
Ben, Gray,Jase, Lucy and Happy looked at Natsu.  
'Gimme me a friggen break,' all five of them thought in unison, 'that will not work you dombass.'  
"That is what the plan is" Erza replied. "But I will need more strength than this armor can give me." Said Erza as she turned to face Natsu. "So Natsu, I'm going to need your help. When I get ready to throw my spear, I want you to hit the back of it with your flames.'' Said Erza.  
"Sounds like a good plan to me!" Natsu said.  
"Then let's do it." Erza said.  
"This is not going too be pretty.'' said Jase.  
"Not one bit.'' said Ben.  
Erza and Natsu got ready to put the plan in motion. Meanwhile, while their teammates stared at them as if they both had lost it.  
"Do they really think they can pull this off,?" Ben asked..  
"They shore seem to think they can." Lucy said.  
"Aye," Happy agreed.  
They looked on to see Erza get ready to throw the spear.  
"NOW!" yelled Erza.  
Natsu just grinned as he got ready. As Erza threw the spear, Natsu delivered a flaming punch into the back. As a result, the spear shot high into the sky like a rocket.

The Spear soared higher and higher into the sky. "Almost there!" Erza screamed.  
Ben, meanwhile, crossed his arms over his chest and shook his head. 'This is so beyound stupid.' He thought. 'I don't care how strong she is, there's no way she can destroy the moon with that spear.'  
Suddenly, everyone herd a loud boom, they all looked up at the sky. As huge, cracks began to spread all over the moon. The villagers began to cheer louder at the sight of the cracking moon.  
"NO WAY!" Lucy and Gray screamed simultaneously.

"JUST WHAT IN THE HELL KIND OF FUCKED UP WORLD DID WE GET STUCK IN!?" Ben yelled.  
"ONE I THINK WANT TO GET OUT OF NOW.'' said Jase.

However, to everyone's shock was replaced by confusion as the cracks spread out from the moon and into the sky? It was true. The night sky around the violent glowing moon was starting to crack away. Without warning, like glass, the violent moon and the sky shattered into thousands of pieces, revealing a normal blue glowing moon in its wake.  
"The moon?" Natsu said.  
"It's still there?!" Moka shouted.  
"That is because what was shattered was not the moon," Lucy said, "It was the sky."

"What in the fucking the hell is going on here?" asked Ben.

"It was a result of the Moon Drip spell," Erza explained, "the Moon Drip released an evil energy in the form of gas." Erza stated. "That gas then crystalized it's self and then formed an invisible shell in the sky that covered the island. It also made the moon look purple."  
"Now that it is broken," Erza explained, "everything will go back to as it was three years ago."  
The villagers all startled to glow. However when they stopped, nothing happened. The villagers were still demons.  
"What happened? why didn't they change back." Gray asked .

"That is because these are what their true forms truly are." Erza said. "The Moon Drip never had any kind of effect on their bodies. However, it did alter their memories."  
"What do you mean?" Lucy asked.  
"They thought they were humans who had all been turned into demons, but it's actually the other way around." Stated Erza.  
"Wait are, you're saying…they're really…Demons" Asked Lucy.  
"Yes." Replied Erza, "because all of you have the ability to take on human forms. Your false memories made all of you believe that your human forms were actually your true forms. But in reality, you were all actually victims to the Moon Drips side-effects."  
"And the reason it did not do anything to Lyon or his allies is because it dose not effect humans. As far as I can tell demons are the only ones who were effected by the memory loss. I figured it out when the villagers said that they unable go anywhere near the temple. The moon light was sacred, thus creatures of darkness could not go near it."  
"Well…that would explain a lot. I have to admit Titania, you are one hell of a detective. I knew Your guild could help us.'' came a voice.  
They turned to see who was talking. Lucy and Happy hugged each other tightly as they screamed in Natsu just stood there speechless while pointing at a purple-skinned demon that appeared out of nowhere.  
"It's the guy from the boat!" Natsu exclaimed.  
"Bobo my son.'' said Moka as his eyes started to tear up from the sight of his son that he presumed dead. "Bobo," he mumbled.  
"Huh, but you said you killed him.'' said Gray.

Bobo chuckled a little. "Getting stabbed in the chest did hurt, but but it takes more than that to kill a demon."  
"But back on the boat…you just vanished into thin air." Natsu said, still in shock.  
As a , a pair of black, bat-like wings came out of Bobo's shirt as he then jumped into the air, hovering above them.  
"I sorry for not telling you sooner." Bobo said. "But I had to stay hidden what with them thinking I was dead.''  
"I was the only one who did not loose their memories." Bobo explained. "I had to leave because all of you lost it! I was the only one who still knew I was a demon, but the rest of you thought that they were cursed humans." Bobo said as he started laughing.  
Finally, Moka couldn't take it anymore. "B-Bobo my son," he said. as, wings came out of his back and he then flew up into the air and hugged his son.  
The villagers other villagers all did the same, their memories were all returning. As bat-like wings appeared from their backs and they flew into the sky around Bobo and Moka.  
"Yes, they are demons." Erza said.  
"Well we can call this a happy ending.'' said Ben  
The ground then started to shake.  
"What the hell.'' said Ben.  
They all herd a demonic roar which Gray recognized and went pale.  
"It cant be.'' said Gray as the temple suddenly started to crumble as the demon DELIORA smashed through.  
"What the hell I thought he was dead.'' said Ben as the demon charged at them.  
Gray was frozen with fear.  
"This one's on me guys.'' said Jase.  
"WHAT ARE YOU CRAZy.'' ASKED lucy.  
"Trust me I got this.'' said Jase as he went **Slamworm** and dug underground.  
"I thought he siad he would fight him.'' said Natsu as Ben hit him.  
"Don't underestimate Jase.'' said Ben as DELIORA reached them the ground under him gave way and most of his body got stuck in a hole as **Slamworm** came of the ground.  
"What just happened.''asked Lucy confused.  
"Jase made the ground under Deliora give way by digging under it and thus causing him to get stuck.'' said Ben.  
"Smart very smart.'' said Erza while smileing.  
"Tahts Jase for you.'' said Happy.  
**Slamworm** went **Root shark** and then went Ultimate Root shark he grew thrice his size and grew two new heads who each had a cobra hood the main head two rhino like horns and and each head had saber tooth like teeth and a shark fin at the back of their heads he was also now a dark blue and had giant bat like wings and a rattle snake like rattle at the end of his tail each head then sprayed yellow acid at deliora who screamed in pain as Ultimate Root shark streatched his other two heads out and bit into his arms and lifted him out and took flight and did a few reverse barrel roles and tossed Deliora down who landed with a big crash.  
as the demon tried to get up Ultimate Root shark went **Tyrannopede** and as he fell went **Ultimate Tyrannopede** who delivered six kicks to Deliora then jumped off as the demon got up he got ready to blast **Ultimate Tyrannopede** with his eye beams.  
"JASE GET OUT OF THERE NOW.'' screamed Gray.  
"Hey calm down.'' said Natsu.  
"Calm down our friend is about to get killed and you say calm down.'' said Gray as he was about to tackle Natsu Erza stoped him.  
"Enough how is Jase to win if you doubt him, you must believe.'' said Erza.  
"Yeah and if he needs us were here to help.'' said Ben.  
"Yeah cause we are fairy tail.'' said Natsu.  
"Their right we are.'' thought Gray, "Come on Jase take him down you got this.'' Yelled Gray as Deliora fired his beams only for **Ultimate Tyrannopede** up into a ball and roll at him his thick back armor able to with stand it and his spikes seem to absorb the energy and soon he ran straight into Deliora who tried to block him but got his hands badly cut and then got run over. **Ultimate Tyrannopede** then grabbed Deliora by his feet spun him around and threw him into some trees, as the demon tried to get up U**ltimate Tyrannopede** jumped on him sending him back down and jumped off.  
"YOW YEAH WAHOOO YEAH ALRIGHT.'' said Ben.  
"That's the way Jase.'' Yelled Natsu.  
"Take that creep down.'' Yelled Lucy.

"Aye.'' said Happy.

As Deliora got up a wall of ice appeared between him and **Ultimate Tyrannopede** who looked to See Lyon.  
"What the hell is he doing here.'' asked Natsu.  
"Geting in the way.'' said Ben.  
"Lyon what are you doing.'' said **Ultimate Tyrannopede**.  
"Stay back I will surpasse Ur not you.'' said Lyon.  
"I don't care about that, and that is not what this is about, it's about stopping that demon from hurting anyone.'' said **Ultimate Tyrannopede** as Lyon then tried to fight Deliora.  
"Deliora hear me I will be the one who defeats you.'' Yelled Lyon.  
Lyon held out his hands. "Ice Make: Eagle!"  
The flock of Ice Eagles darted towards the demon who swatted them like fly.  
Lyon then held out both his hands and said. "Ice Make: Dragons!"  
Several Dragons made of Ice appeared and attacked but Deliora took them each down with one punch each shattering them all.  
Lyon held out his hands again and said. "Ice Make: Tiger!" and a Giant tiger of ice appeared only for Deliora to blast it to pieces then turned his sights on Lyon who tried again and again to kill Deliora who just either took his attacks down or let them hit and took zero harm Lyo n fell to his knees shocked that he could not kill the demon.  
"Am I really that weak.'' he thought as Deliora was about to step on Lyon Ben who had gone XLR8 ran to him grabbed him and ran to the others  
"Jase he's all yours take him down.'' said XLR8, as **Ultimate Tyrannopede** broke through the ice.  
"Got it Ben and thanks.'' said **Ultimate Tyrannopede**, who used his tail to stand up on and used all of his legs to kick Deliora then got back on his feet and used his tail to trip him up.  
As Deliora tried to get back up **Ultimate Tyrannopede** headbutted Deliora in the gut and lifted him up and tossed him into the air then turned his hands into cannons and fired kinetically unstable bone fragments as missiles at Deliora who got several parts of his body destroyed and when he landed he hit the ground hard as **Ultimate Tyrannopede** turned his cannons back to hands and then charged at him and started to punch him several times with each of his six arms as he did he noticed a charm in the middle of Deliora's forhead and dug his uppper right clawed hand into Deliora's forehead and ripped it out, and when he did Deliora's body began to turn to ash in seconds as** Ultimate Tyrannopede** then turned back to Jase who still had the charm in his hand, he then herd the villagers and his friends cheering him as they all ran up to him.  
"Jase you were amazing out their.'' said erza as she gave Jase a back breaking hug.  
"OK great but you don't have to break my back to prove it.'' said Jase as Erza let go.  
"I knew you could take him.'' said Natsu as he slapped Jase on the back.  
"good job man.'' said Ben.  
"You rock Jase.'' said Lucy.  
Gray simply bowed to Jase.  
"Thank you Jase you have avenged my family and many others, and for that I thank you.'' said Gray.  
"It was no big deal.'' said Jase.  
"Yes it was from now on I will treat you as if you were my brother.'' said Gray.  
"Oh man what did I get into.'' thought Jase.  
Lyon could not believe what just happened. The demon Deliora was defeated by this take-over mage. He then goy up and started to walk away.  
"Hey Lyon were are you going.'' asked Ben as they all looked on to see Lyon leaving.  
"To train so that I might one day defeat you.'' said Lyon pointing at jase.  
"Huh me.'' said Jase.  
"Yes you, you showed that you are stronger then Ur and if I am ever to surpasse her I must defeat you.'' said Lyon, "so you better not lose to anyone else.'' said Lyon as he then left.  
"Oh man what have i gotten myself into.'' said Jase.

Some time later

The village were throwing a party in honor of regaining their memories, and Jase victory over Deliora.  
Ben, Jase, Lucy, Gray, Erza, and Happy were at the large table along with the villagers, eating food. While Natsu was to the side devouring the fire on some torches.

"I have to admit I was wrong about humans." Moka said. As the group turned to the chief, who seating close to them with Bobo. "All of these years we have hide from the outside world, to afraid that they would all judge us by our appearance."  
"But thanks to you, we have changed our minds. You have restored our faith in humans and we are no longer afraid. We are ready to go out and make friends with people from other lands."  
"That's good." Erza smiled. "Friendship is a very beautiful thing,''  
Bobo chuckled in agreement while the others simply smiled, touched by Erza's words. The others nodded.

…  
Standing a top a cliff was Sherry, Yuka, and were looking down at the village. They could hear the music, cheering, and festive activities going on.  
Toby then looked at Yuka. "Are you shore about going down there?"  
"We have no choice." Yuka said. "It would be wrong to leave things as they are now." Yuka stated.  
"We must to do this. In the name of love." Sherry said.

The villagers continued their celebration; however, their party came to a halt when Sherry, Yuka, and Toby came into the village. The cheering and talking instantly stopped, as Sherry, Yuka, and Toby walked in.

Ben and Jase and the others stopped what they were doing and looked at Sherry, Yuka, and Toby.  
"Can we help you?" Ben asked.  
. "We are here on behafe of our leader." said Yuka  
"Which is why we have come to pay you a visit." Sherry added.  
"Wait just a minute!" Lucy yelled. "Didn't Lyon tell you what happened?!"  
"Yes," Yuka answered, "but that doesn't matter to us."  
"We wanted to settle things with you ourselves." Sherry said.  
"And I'm still pissed off about you tricking me into paralyzing myself!" Toby said as he looked, at Ben.  
All 3 then bowed to them.  
"Please forgive us.'' they said.  
"Wait you didn't come here to fight?" asked Lucy.  
"No.'' said Toby  
"We came as we wanted to apologize to you in person." Yuka confessed sincerely.  
"We know it's not enought to make up for what we did but we are sorry.'' said Toby.  
"So you came here to say sorry." Happy asked.  
"Lyon told us everything." Sherry said. "Thanks to you we can finally let go of the pain that Deliora caused us."  
"You mean…all 3 of you were victims of Deliora as I was?" asked Gray.  
"When we were children Deliora attacked and destroyed our homes. And killed all of our friends and families." Yuka explained.  
"Lyon said he had a plan to kill the demon once for all." Toby continued. "That's why we followed him."  
"You see, we all wanted vengance. And we were so focused on getting it, we did not realize that what wr were doing was hurting innocent people."  
"We were so blinded by our hatred that we acted no better then Deliora." Sherry said.  
Ben looked at them with sympathy. He felt a bit sorry for them. Losing everyone and everything must have been devastating, especially since they were kids when it happened. Ben knew that if something like that happened to him, he would probably want vengence too.

"and now there is the matter involving you.'' said Yuka to Jase.  
"Huh Me.'' said Jase.  
"Yeah Lyon told us what you did.'' said Toby as he and Yuka dropped to their knees and bowed to him.  
"Bless you sir bless you.'' siad Yuka.  
"Yes you avenged our families our friends everyone.'' said Toby.  
"Yes thank you, and for that I would like to offer my body to you.'' said Sharry shocking the others.  
"Wait what offer your body.'' said jase.  
"yes if you wish you may sleep with me as my way of repaying you.'' said Sherry blushing.  
"Hey hold on.'' said Erza as she pulled Sherry away.  
"Hands off.'' said Erza.  
"I see a love rivle.'' thought Sherry as she and Erza gave each other death glaires.  
"Oh man this is gonna end bad.'' said Jase.  
"man you seem to be very populer with the ladoes in this world.'' said Ben.

Some time later

Natsu dragged them over to a table.  
"Alright! Now we are ready to party!" Natsu shouted.  
"Wait you forgive us just like that.'' asked Toby.  
"Yeah so enjoy before we change our minds.'' joked Ben

Outside the village not too far away, seating in a tree was Zalty with a bluish-purple orb.  
Zalty grinned wickedly. At everything that had taken place in the village. the man who revifved Deliora walked up to Zalty.  
"That was some feet you pulled.'' said Zalty.  
"If I had known that fool would fail I would have done it myself.'' said the mnan, how he could have trounble melting that I ice I'll never know.''  
Zalty grinned. And reached up to the mask and pulled it off, and started to glow. When the light faded, in the place of Zalty …was a woman! A young woman with long raven hair who wore a white dress.

"I must say it was impressive how you revived that demon.'' said the woman as the man.  
"Yes very impressive Hex.'' said the woman.  
"What ever Ultear that damn tennyson still lives and that friend of his has proven to be as big a thorn in my side as Tennyson.'' said Hex. "But I will soon crush them.'' said Hex as he then teleported away.

The next morning, Ben yawned as he got up. And went to find his friends.

Ben walked around the village until he spotted Jase, Lucy, Gray, Natsu, and Happy by a hut.  
"Hey guys," Ben greeted.  
"Hey Jase, Lucy, Gray, Natsu, and Happy said in unison.  
Ben then looked around and noticed the trio were missing. "Hey, where did Yuka, Sherry, and Toby go?"  
"Well after they each stuffed their faces they took off." Gray replied.  
"But not before Sherry tried to get all lovey dovey with Jase.'' said Happy with a dirty smile.  
Jase blushed Remembering Sherry trying to take advantege of him and how Erza and Sherry got into a catfight over him. When Erza stoped her.  
"Bet you wish it was Cana.'' said Natsu as Jase punched him in the face and the others laughed.

**Some time later **

It was now time for our heroes to go home to Magnolia. They met at the main gates, by Moka, Bobo, and all the villagers.

"Before you leave here is the reward.'' said Moka trying to give them the reward.  
"I am very sorry but we can not take it.''

"But after all you've done, you deserve it Please take it." Said Moka.

"I'm afraid we can not take it, since you're request wasn't officially accepted by our Guild." Erza said. "It fell in the hands of some foolish wizards trying to prove themselves.

"Foolish or not, if it were not for them we would still be as we were before." Moka said. "What if we were to give it to you not as a reward but as a 'Thank You' gift? It's the least I can do after all that you have done for us."  
"Well when you put it like that…you make it hard for me to say no." Said Erza with a smile on her face.

"I'm sorry. But accepting the reward would go against our Guild's principles. However, we would be more then happy to take the Gate Key that you offered along with it." Erza stated,

Natsu and Gray were, both furious to hear that she chose the gate key over the money.  
Lucy, however, was happy as hell.

"Oh brother here she goes.'' said Jase as he face-palmed himself.  
"Well…at the very least allow me to take you back." Bobo offered.

"Thank you, but I have a boat that is waiting." Said Erza.

they soon got going, and all were surprised to see the boat Erza talked about, was a pirate ship. But soon all got on board. The ships black sails were set, setting out for sea. The villagers waved good bye as the ship sailed off. Along the way, Ben was leaning against the railing, a good distance away from Natsu who was bending over the side with motion sickness.

Ben did not know, how much longer he and Jase would be staying in this universe . The new friends that they had made, who were a bit bat-shit crazy were still a lot of fun to be around, they would have to leave them one day. Tho Jase seemed like he might not want to leave he seemed more happy in this world then theirs. However, our two heroes did not know if they could return home.

At the E.R.A Headquarters  
ERA headquarters was a large, castle-like building that looked quite lavish on the inside and out. Ultear was in the office of Siegrain, who was one of the Ten Wizard Saints. and a member of the magic council.  
"It is a shame that our plant to use Deliora didn't work out as we hoped." Ultear said.  
"Yes, it was unfortunate." said Siegrain.  
"But we did not know that the demon was dead, and when it was revived by Hex it proved unable to beat a take-over mage but It is just a minatory setback."  
"Forgive me, Siegrain, sir. I did not know that wench's magic was so powerful." said Ultear.  
"You should not talk that way about your mother." Siegrain said. "Ur was a great and powerful wizard and was greatly admired, as a matter of fact, if she were alive I believe she would have been made one of the Ten Wizard Saints."

"Could we please change the subject?" Ultear asked. "I think we should move on to the next stage."  
"Very. But before that, did anything eles happen.'' asked Siegrain.  
"Nothing however," Ultear continued, "What really caught my eye was those two Take-Over wizards. Not only do they seem to have an abundance of powerful forms. I have never seen creatures such as what they have turned into, and one of them was able to turn into a creature that were powerful enough to take Deliora down and seems to be able to evolve them both of these wizards are uniqe."  
"Yes…from all I have gathered these Take-Over mages truly are powerful. Also it has come to my attention that, Master Makarov Fairy Tail's Guild Master, has been asking around for a spell, that can be used to teleport someone to another universe.'' said Siegrain.  
Ultear's went wide after hearing that as she then asked. "Are you saying that they"  
"Yes That these Take-Over wizards, are from another universe just like Hex."  
"Can I ask if they, did find a way?" Ultear asked.  
"No they did not.'' said Siegrain, ''only our friend Hex seems to have a spell that can do that.''

Magnolia  
It was around evening when Fairy Tail's strongest team had just arrived back to Magnolia. They were walking down the streets, while Erza was pulling her wagon that was jam packed with cases while the others walked ahead over her.  
"We're finaly home!" Natsu shouted.  
"Aye sir!" Happy said.  
"After all that hard work all we got was some lousy Gate Key," Gray muttered.  
"Well I'm sorry, but the job was not official." Erza replied. "Just be glad you got something."  
"Besides," Jase added, "we stopped an evil demon from arising and helped a village reclaim their memories. I'd say that's reward enough."  
"Totally.'' said Ben  
Erza looked at them and smiled. "I couldn't agree with you more." she said.  
"They do have a point." Lucy said grinning. "So stop complaining."  
"That's easy for you to say Lucy. You got a reward." Happy said as an idea popped up into his head. "Maybe we could sell it?!"  
"How could you say that?! You just don't get it. Golden Zodiac keys are hard to come by. I mien sure there are tons of silver keys, but there are only twelve golden Zodiac keys, and I'm lucky enough to have five." Said Lucy.

"So what Zodiac key did you get?" Gray asked.  
Lucy looked at it. "It is the key of Sagittarius the Centaur."  
"So it's a horse-man?" Natsu asked.  
"Yep," Lucy answered.

"I do not get how you all can be so carefree. It's almost like you forgot that you have to face punishment when we get back to the Guild." Asked Erza.  
After hearing that , Natsu, Gray, Lucy and Happy all looked at her with horrified loooks on their faces.  
"Punishment but why?" Natsu asked .  
"Yeah I mien it all worked out in the end!" Lucy said. "Can't we forget about the whole punishment thing?!"  
"Yes. Everything did work out, but that is because I came to finish the job not one of you were qualified to do." Erza replied. "What you did was a serious offense, so Natsu Lucy happy all 3 of you had best ready yourselves to face the master."  
"Hey why us and Not Gray Ben and Jase.'' asked Natsu  
"Because they were sent to retreave you like me so they will be spared you three how ever no.'' stated erza  
The three gasped in fear. Ben Gray and Jase were the polar opposite as they stared at the Erza determinedly and fearlessly.  
"Come on please is there anything we can do to get you to talk Master out of it asked Lucy.  
"Hmmmmmm there is one thing.'' said Erza while looking at Jase.  
"OK why are you looking at me like that.'' asked Jase a bit scared.  
"I'll try to talk Master out of it if.'' said Erza.  
"IF WHAT.'' asked Lucy Natsu and Happy asked.  
"If Jase will take me out on a date.'' stated Erza as the others Jaws hit the ground.  
"Wait what in the what.'' asked Jase.  
"I can't be losing to Cana.'' said Erza. "so do we have a deal.'' asked Erza as Natsu Lucy and Happy all begged Jase to do it.  
"Fine but only if Cana dose not find out about this.'' said Jase.  
"She wont will she.'' asked Erza as she gave Natsu Lucy Gray and Happy a death glare.''  
"Yes Mame we will not say a word.'' they said in union.  
"You owe me big for this.'' said Jase.  
"You better hope this works,'' said Gray.

**Some time later.**  
They returned totheGuild Hall, everyone was glad that they had come back unharmed and from the looks of things victorious. While Master Makarov was indeed impressed that they pulled off an S-Class quest he was still very mad with them.

Natsu, Lucy, and Happy were all shuddering from the hard stare. Ben, Gray and Jase however, were all calm and collective.  
"While I am happy you all made it back safe," Makarov Said, "I am still very disappointed with the 3 of you. And you will face punishment."  
Natsu and Happy held onto each other, shaking filled with fear. Lucy looked as if she was gonna scream att any moment.  
"However, that will have to wait." Makarov turned his gaze to Ben and jase. "Ben, Jase I need to have a word with you two…alone?"  
The others looked at Ben then Jase curiously. Wonderin what it could be that master wanted with them about alone?. "Um…sure ok," they replied.

Makarov looked over at Erza. "Make sure that these troublemakers don't leave, Erza."  
Erza simply nodded.

Ben and Jase followed Makarov to a storage room. When the door was shut, Makarov got on top a crate. Ben and Jase sat down on a barrels. Makarov looked hard at the boys.

"Ben, Jase remember when you told me that you were from another universe.'' Asked Makarov, as Ben and Jase nodded their heads remembering how some time after they joined the guild they told Makarov in privet that they came from another universe, and asked him if he knew of way they could return. And Makarov said he would ask some friends of his for help.

"I asked some of my old colleagues, asking if any of them knew of a type of magic that can send someone to another universe if such a spell even existed?" Makarov said.

They both just nodded.  
"Well…I just received a response…and they found no such spell." Said a sad makarov.

Both of their eyes widened.

"W-what do you mean nothing?" Ben asked.  
"I'm sorry but they could not find anything.'' said Makarov.

'This…this can't be true. IT CAN'T BE TRUE!' Ben shouted inwardly, feeling a huge emotional conflict within him.

While Jase had mixed feelings about this, part of him wanted to go back to their universe while another wanted to stay in the world they were in.

Ben stood up, his head hanging low. "I…I…need a moment alone." Ben mumbled.

Ben activated the Omnitrix, and slammed down the dial. In a flash of light, Ben was replaced by XLR8. and zoomed out of the room.

Back with everyone else they were all talking with one another, having a good time. Natsu, Gray, Lucy, and Happy were all waiting with Cana waiting for Makarov to return. A blue blur then went right past them, and went out the front doors and down the streets of Magnolia.

Back in the Guild. Everyone was confused as to what just happened.  
"Whoa," Gray said, "what was that?"  
"I think it was Ben?" Lucy said.

Master Makarov then came walking out of a storage room with Jase fallowing him. He jumped up to seat on the bar counter top, seating crossed legged. With a sad look on his face.

" I better go find him.'' said Jase as he turned into a blue cheetah the size of a tiger with three toed feet that looked like XLR8 and had wheels on his feet like XLR8 and all four of his legs looked like XLR8 and he had spike on the top of his legs and had a blade at the end of his tail.  
"Say hello to SPEETAH.'' said Jase as he took of to look for Ben at even greater speed.  
Mirajane walked over. "I take it Ben did not take it well?" she asked in sorrow.  
Makarov nodded. "No."

Makarov was silent for a moment. "Ben was greatly upset…and sad as for Jase I don't know how he feels about this. they just needs time to process all this. It can't be easy for them."

"What can't be easy for them?"  
Makarov and Mirajane looked to see Erza, Cana and several wizards looking at them, who overheard their conversation.

"What did you tell Ben and Jase gramps?" Gray asked.

Makarov sighed. He could choose to say nothing, however, he knew with they were all staring at him that they were determined to get answers.  
"You kids might may want to take a seat…this is going to be a very long story." Makarov said.

**Some time later**

Night had fallen over Magnolia. Outside of Magnolia, on a mountain range, **XLR8** came to a halt atop a steep cliff.

**XLR8** reverted back to Ben. He sat down He was feeling a all time time low.

'There is no way for me and Jase to get home.' Ben said despaired.

So…unless either my friends or Azmuth or Professor Paradox can find us were stuck here.' Ben thought.  
Jase soon showed up.  
"Jase how did you get here so fast.'' asked Ben.  
"I went **Speetah**.'' stated Jase.  
"Should have know you could have kept up with XLR8 was with his predator.'' said Ben.  
"Look I get why you left, I mean you did not want to come here hell I didn't but we are here now.'' said Jase.  
"I know but this place I miss my home my family, my friends, Ester, I miss them all.'' stated Ben.  
"Yeah I know that and I know I ain't much of a replacement but we are not alone here we have a home and friends here so maybe we won't get back now but who is to say there is no other way back, if we give up then we might never know so we best keep trying,''' said Jase.  
"And we got a place to live with Lucy and a place to work at the guild.'' said Jase.  
"Yeah your right.'' said Ben as he got up.  
He activated the Omnitrix and slammed down the core. In a flash of green, he was replaced by XLR8.  
"Race ya back.'' said **XLR8** as Jase became **Speetah**. they both took off back to the guild.

BACK AT THE GUILD.

Master Makarov spent at least half an hour explaining Ben and Jase situation with help from Mirajane, Natsu and Lucy.

It came as a shock to them and took a while to accept.

"Oh man…this is gotta be tough for them." Gray muttered,  
"And horrible," Lucy added, feeling sympathy for them.  
"You think they will come back?" Natsu asked.

"Man…this has got to be tough for them." Gray muttered,  
"And horrible as well," Lucy added, feeling sympathy for them.  
"You think they will come back?" Natsu asked.

Nobody had an answer to that. Trying to picture themselves stranded in another universe and with no way back. It was not easy to fathom.  
Makarov only shrugged. "I do not know, but…I fear Ben and Jase may believe there is no point in coming back."

Erza was thinking it all through. She was still processing everything Makarov had told them about Jase and Ben's situation. And she felt sorry for them and she wondered if they would come back. She knew little about them but she knew they were good people.

Erza's thought were interrupted when the doors popped shot open and 2 blue blurs zoomed inside the Guild. XLR8 and Speetah both came to a stop in front of the group of wizards by the bar.  
"Haha in your face.'' said Speetah as he changed back to Jase.  
"Yeah yeah.'' said XLR8 as he changed back to Ben.

"Ben,Jase you came back!" Happy cried, flying around them.  
"Yeah of course, why wouldn't we." stated Ben.

"Gramps told us everything." Gray mentioned in a grave tone.

"Yeah…it…sucks I know, but hey I'm not gonna whine and groan about it."  
"Nether am I.'' siad Jase

That caused a few mages blink in confusion. Most other people would be devastated if they were put in Jase and Ben's predicament, but instead they were carefree and cherry despite the ordeal.  
"W-wait…so…nether of you is sad about not being able to get back home?" Lucy asked.

"Don't get me wrong it is…depressing that I might not ever see ether my friends or my family again." Ben said as he continued. "But…they would not want me to lay around all depressed; they would want me to live out my life."  
"Me personally I'm OK with being here and not going back dose bother a bit but I got a lot here to be happy for so much that I'm OK with staying here a bit more.'' stated Jase.  
This shocked they were amazed at the inner strength they had. Though they probably would never see their families and friends again, they looked for the positives.  
"But if you prefer we could always go somewhere else.'' said Jase.  
"What no we want you to stay.'' said Cana.  
"Yeah yor part of our guild.'' said Gray.  
"please don't leave.'' said Natsu.  
"Calm down we are staying so stop crying.'' said Ben.  
"Yeah cool it.'' said Jase.  
Everyone just cheered at the news that they would stay.  
"While I know we might not be the families and friends you left behind we will try our best to be as good as we can.'' stated Makarov.  
"Thanks Makarov.'' said Ben.  
"Same here.'' said Jase

Meanwhile outside of town.

Hex stood near the town as a young man Ben's age walked up to him.  
"Is it done.'' asked Hex.  
"Yes her father knows now were she is and I suggested to him to hire Phantom lord for the job.'' said the boy.  
"Good work Albedo.'' said Hex as several others showed up.  
"Phantom lord will do all the work and once it is done Tennyson and his sidekick will be left weakened and ripe and ready to be killed.'' said Hex as they started to laugh.

**And that is it for now and yes Hex is there and so is Albedo and a few other of Ben's enemies as for how they got there you'll have to read and find out.** **And sorry if its a bit long.**  
**till then this is MYZOR KING OF WAR signing out.**


	9. Chapter 9

chapter 9

**Before we start the story I would just like to state that for those of you who have read the Team Apex By: Lord Revan Flame the character Orin Dragoon is a character I made who I offered to Lord Revan flames to use and who said since I made him I could use him for stories I write Orin and Malex are two OC's of mine if you do not belive me ask lord Revan flames or check out the reviews for chapter three of Team apex you'll see I made Orin anyway on with the story.**

Lucy was walking to the guild

''A week had gone by since the incident with Deliora. Since then, everything has been the same Tho Jase did have to go out with Erza on that Date which got us out of trouble, We still owe him big for that.'' thought Lucy as she , Ben, Natsu, Gray, Jase , Happy and Erza, or "Team Natsu", had just returned to Magnolia back from a successful mission.

"That job was awesome." Natsu laughed.

"Aye sir." Happy replied.

"yeah it was a cool mission." Ben said,

"Yeah but no real challenge.'' sated Jase.

"Indeed we barley broke a sweat.'' added Erza.

"your just lucky I come along." Gray said.

"Says you ice breath.'' said Natsu.

"What you say flame brain.'' said Gray as he got ready to fight Ben activated the omnitrix and went **Kickin' Hawk **and drop kicked them into the ground.

"Cant you to just not fight after a successful job.'' asked Jase.

"Yes it is annoying.'' stated erza, "and Gray put your cloths back on now."

Gray saw he had once more taken off his cloths and was down to his blue boxers.

"How in the hell does this keep happening?!" shouted Gray.

"Do we have to super glue those to you or something.'' asked Ben.

"Let's just get back to the guild hall.'' said Lucy as they got back on their way they were shocked when they saw the stait the guild hall was in there were large metal poles sticking out in random spots all over the building.

"WHO DID THIS TO OUR GUILD WERE ARE THEY.'' yelled Natsu.

"No way," Gray muttered.

''Holy crap.'' Said Jase.

"This looks bad." Ben stated.

"How did this happen?" asked Erza .

"No," Lucy whimpered .

"Our Guild, WHO did this to our Guild." Natsu yelled, as he clenched both of his fists.

"It was the Phantom lord guild." Came Mirajane's voice.

They all turned around to see Mirajane standing behind them.

"Are you serious?" Gray Asked.

"You mean Phantom lord did this?" Natsu asked while growling.

"Yes it was some time after we all had gone home for the night, when we got back the guild hall was in the state it is in now.'' stated Mirajane

Ben then asked "Who's Phantom lord?"

"Phantom Lord, is our rival Guild. We have been on bad terms with them for years…as you can see." Said Gray.

"Oh," Ben replied.

"An old school rivalry.'' said Jase.

Later, Mirajane led group down a flight of stairs that led to the basement. The basement was usually used for storage however since there were iron pillars everywhere, it was the only place in the Guild Hall that was undamaged.

The rest of the Guild was seating at makeshift tables, either eating, drinking, or moping. Anyone could tell that their morale was very low. Ben could even see that his friends' seemed disheartened too. He didn't like seeing them in such a state.

"I'm glad your back.'' called out Makarov.

"Sorry we did not get here sooner." Erza said.

"Why the Hell are you just seating around down here?!" Natsu asked angrily.

"Maste do you not understand the gravity of this situation?" ," Erza asked firmly,

"The Guild has been destroyed!" Natsu inputted.

"I think you mean just wrecked.'' said Jase.

"Ther is no need to get yourselves all worked up." Makarov responded . "Like Jase stated the guild hall is just wrecked It's not like it's the end of the world or anything." He then took another big gulp of beer.

"just goes to show you how cowardly Phantom Lord really is. They struck when no one was here, is that anything worth bragging about?" claimed Makarov.

"Well on the bright side nobody was hurt." Jase said.

"Yah that is true.'' stated Ben.

"Yes," Erza agreed. "Thank goodness for that."

"We should not trouble ourselves with people who don't even have the guts to face us face to face." Makarov said. "Forget about them."

Natsu just punched a wall, putting a huge hole in it.

"Are you kidding me, gramps!" Natsus houted. "We can't just let them get away with it!"

"There will be no more talking about this any longer." Makarov replied calmly. "We will handle job requests down here until the upstairs is repaired."

"Why shouldn't be worrying about…" Said Natsu as he was cut off by Makarov.

"NATSU That's enough out of you!" Makarov yelled as he inlarge his fist and brought it down on Natsu.

"Listen," said Mirajane, "this is hard on all of us . But fighting between the Guilds is strictly prohibited."

"By who.'' asked Natsu.

"The magic council.'' stated Makarov

"But that's not fair!" yelled Natsu. "They started this!"

"I know, but that doesn't matter." Makarov responded.

"If the master's decision is to not retaliate, then we must respect it." Erza said, although she did not like it.

"Hey were did Ben and Jase go

Out side the Haul.

Ben activated the omnitrix and became **Clockwork **while Jase became **Killtime**.

Both glowed and in seconds the guild hall was restored and both returned to their human forms as the others all came out.

"Well that went well thanks for the help Man.'' said Ben.

"No problem dude.'' said Jase as they hi fived each other.

"Hey the hall is fixed.'' said Natsu.

"Yeah thanks to Jase and Ben.'' said Lucy.

"It was nothing.'' said Jase as he and Ben were both tackled and hugged by Master Makarov.

"I new I would not regret having the 2 of you join my guild.'' cried makarov, as the others pried him off.

"Good work, Jase you to Ben." Erza complimented.

Erza then grabbed Jase and Ben's heads and lightly slammed them into her armored chest. When she let go of them, they stood up a bit, with their faces flushed.

"Uh… it was no biggie," Ben said nervously.

"Yeah anytime.'' said Jase.

When nightfall had come, Lucy was walking down the street that to her home. Plue was right in front of her. She was thinking about what happened to the Guild by Phantom Lords, good thing Ben and Jase repaire it.

"Well this is some mess we're now in ha Plue?" Lucy asked.

"Huh," Plue asked.

"I didn't know there was a rivalry between Phantom Lord and Fairy Tail." Lucy noted.

"Uh-huh," Plue remarked.

"I had once thought about joining them before I met up with Natsu. They have a reputation that is just as crazy as Fairy Tail's." Lucy stated, and then smiled. "But I love our Guild, and I don't regret my choice at all."

"Fairy Tail's kinda like my family mainly Jase and Ben who are like my brothers." Lucy confessed as she opened the door.

As soon as she entered, her eyes went wide. Seating at her dinner table eating a big meal was Erza, Gray, Cana, Jase and Ben. Erza was at the front while Gray, Jasel, Cana and Ben were on the sides. Natsu and Happy were on the floor, the latter was eating a fish.

"Very nice place you have here." Erza admired.

"WHY DO YOU PEOPLE ALWAYS CAME IN WITHOUT ASKING !" Yelled Lucy. "BEN JASE WHY ARE THEY HERE?!" asked Lucy.

"Since our Guild was attacked, we can assume that there are still Phantom Lord members in town." Erza answered.

"They probably have found out where we all live by now." Gray added.

"Where we live?!" Lucy yelled.

"Master felt it would be best if we held up together." Gray said. "You know… strength in numbers."

"I guess you're right." Lucy agreed.

"That I wasn't comfortable with you being here alone with Ben, Natsu, Jase, and Gray. Nither was Cana so we felt like we could only relax if we stayed here as well." Erza explained.

"She meens she and Cana just wanted to be in the same house as Jase.'' said Happy as both Erza and Cana punched him into the ground.

"Now then there is another problem to deal with." Erza said, looking at the 4 boys. "You boys hygiene. I refuse to sleep in a room that smells of sweat."

"I took a shower this morning." Ben stated.

"As did I.'' said Jase.

"I don't wanna take a bath right now." Natsu whined.

"I already got ready to go to bed." Gray whined.

"Enough you are taking a bath, Jase you first.'' stated Erza.

"Huh but I don't need one.'' stated Jase as Erza dragged him by his Jacket and into the bathroom.

"Cana help me out here.''' said Erza as Cana came in. and closed the Door.

through the door they could hear voices.

"Now undress.'' came Erza's voice.

"With you and Cana in here.'' Asked Jase.

"Hey what are you doing, why are you two taking your cloaths off.'' came Jase voice.

"Getting ready to bathe.'' came Cana's voice.

"Now your turn.'' said Erza as there were some crash sounds.

"Hey stop that, hey hands off my pants and my shirt.'' came Jase voice.

"My my Cana likes." Came Cana's voice.

"Cana stop drooling.'' came Erza's voice.

"Your one to talk.'' came Cana's voice along with the sound of a bath being run.

"Someone help.'' came Jase voice as there were 3 splash sounds.

**Some time later **

"Well I just took my second bath today.'' said Ben, as he exited the bath room.

Jase was laying down on a sofa.

"Hey how was it champ.'' asked Ben.

"I felet both aroused and violated.'' replied Jase. As he blushed.

"Bet you liked Seeing Cana Naked.'' said Ben.

"OK I'll give you that.'' said Jase. He then got up and went to his room.

"I'm gonna get some sleep.'' said Jase.

"God I envy him.'' said Ben. "I mean two hot girls both into him he plays his cards right he could have a threesome.'' said Ben as he then remembered Ester and how much he missed her.

"Ester I hope I see you again one day Ester.'' thought Ben.

**At Phantom Lord Guild Hall**

The main hall of the Phantom Lord Guild was a very dark, large stone walled room with tables everywhere. Torches were mounted on the walls as the the only source of light in the main hall. Sitting alone at a table was a young muscular man with long, spiky black hair. He warring a shabby, black, sleeveless tunic with silver studded edges, a pair of beige pants, and studded black boots. On his right shoulder was a black wing-like ornament jutting upwards.

It was Gajeel Redfox, the Iron Dragon Slayer.

The table he was sitting at was covered in a variety of iron materials such as pots and pans, spoons,knives,forks,crews and others. Gajeel was eating, not on regular food, but metal items sprawled across the table.

"Hey Gajeel, I heard you made a mess out of the Fairy Tail Guild Hall." A Phantom mage then said while smiling. "I also heard that the 2 new take-over mages of theirs repaired it. I mean, after all that hard work." He then began to laugh.

Gajeel just growled. and one of his arms transformed into a iron pillar that extended out, slamming into the man's face and sent him into a wall. The other Phantom Lord wizards who saw this all began to laugh loudly.

"How many times do I have to fucking say it ?" Gajeel growled as his arm reverted from an iron pillar back to normal. "Never bother me while I'm eating! And besides," he stopped as he stood up on his table, "So what if their Guild Hall was repaired, those Fairy Tail asswipes have got nothing on us. We are way more powerful than they could ever hope to be."

His Guild mates all agreed.

"The dye has been cast." A voice said. They all then looked up to see a tall figure standing by the railing of the second floor. it was their Guild Master, Jose. "I compliment your fine work Gajeel, despite Fairy Tail's newest members undoing all of it."

"After that little stunt, I realized that I was not hard enough on them." Gajeel said. "So, I decided to leave them a little something extra. Something that's sure to get those Fairy Tail's undies in a knot."

"Very good, my boy," Jose said. "Be sure to not bring any harm to you-know-who.''

Gajeel only grinned.

"Also to make shore we succed I've decided to let them get involved.'' said Master Jose as everyone else in the Guild went pale with Fear.

"But master you can't be serius them, have you forgotten what they did and almost did to me Sue and many others in our guild.'' asked a dark-skinned bald man. He wears a reddish-violet V-necked shirt under a pale-green jacket, with a furry blue trim around the collar. He also sports a pair of gold-framed glasses that have purple lenses, with one of these lenses being mostly broken as he was silenced by a pissed off look Jose gave him.

"Boze are you questioning my dession.'' asked Jose.

"No Master never.'' said Boze as Jose hit him with a dark spell that sent him into a wall.

"Now dose anyone else have anything thwy wish to add.'' asked Jose.

The whole guild just went silent.

"Very well then, Gajeel they will be in your care do try to avoid loosing them, need I remind you of what happened to Sue when she let them out of her sight.'' stated Master Jose.

"Shore what ever.'' said Gajeel smiling.

"Oren Dragoon, Malex get out here now.'' said Jose as two figures stepped forward one was a young boy who looked 16 wearing midnight blue pants with a short sleeve pitch black shirt along with his black coat with a hood lowered showing his bone white hair. His red sunglasses were lifted above his forehead showing his grey irises. he also had a belt with two guns one holstered in a holster on each side.

The other was a humanoid panther with a X shaped scare over his left eye he was as big and buff as a gorilla wearing blue pants and a grey opened vest he also had a belt with two guns one holstered in a holster on each side.

**Some time later **

it was night time in the streets of Mongolia.

Team shadow gear along with Macao and Wakaba who all went on a job together just got back to town

"Man it feels good to be back.'' said Macao.

"Ah men to that.'' said Wakaba.

"It's a good thing you two came along with us.'' said Levy.

"Thanks again for the help.'' said Jet.

"I cant believe we almost Died.'' said Droy.

"When I'm done with you you'll wish you had died.'' came a animalistic voice.

"Who's there.'' asked Levy trying not to be scared.

"Show your self now.'' said Macao.

"If your trying to scare us you'll have to do better.'' said Droy who was scared but tried not to show it.

"Believe me if we wanted to scare you you would be scared.'' came animalistic voice.

"Stop Hiding and come out.'' said Jet.

"As you wish.'' came one of the voices as it turned out to be Orin.

"Who are you.'' asked Wakaba.

"Defeat me and I just might tell you.'' said Orin a he then vanished then appeared in front of Macao and Wakaba, he then punched the both of them right in the gut, and both spat up huge amounts of blood.

Orin then grabbed them by their necks.

"Try anything funny and their both dead.'' came the animalistic voice from before as Jet turned around to see Malex who bit him in his right shoulder drawing out a ton of blood.

"Jet.'' his friends called as Malex then picked him up and brought him down on his knee breaking his back, then Malex charged at Droy and clawed him across the chest many times splattering his blood over the pavement till he fell.

"Well know looks like your all alone now baby.'' came Gajeels voice as he appeared behind Levy who screamed in terror and fell down on her ass.

Who are you why are you doing this.'' asked Levy as She saw Gajeels phantom lord guild mark and Orin showed his on his right shoulder and Malex his on his back.

"Your from Phantom lord.'' said Levy.

"You got that right.'' said Gajeel as Jet grabbed him by his leg.

"you leave levy alone.'' said Jet as Gajeel kicked him in the chest then picked him up by his neck and punched him in the gut then kicked him back to the ground.

Droy got up and tried to help only for Gajeel to kick him in the stomach and then picked him up and pile drived him into the ground.

"Now were weer we.'' asked Gajeel as he looked at Levy who was frozen with fear. ''Oh yeah this.'' said Gajeel as he punched Levy in the Face knocking her out.

"You Bastards.'' yelled Macao as he got up and charged at them.

"Is this worthless weakling still alive.' said Malax as he dug his right claw into Macao's chest and torso Macao let out a scream of pain and he was thrown straight into a wall as Malex walked up to him and started to punch his face in till he blacked out.

They gathered their pray and brought them to the center of town and stock them to the tree and placed the phantom guild mark on their tosro's

The three of them then got atop a house ready to leave.

"Good work now let's get back.'' said Gajeel.

"Ok but first this.'' said Oren as he gathered magic energy in his mouth then let it out.

"**Black Dragon Roar.'' **He said as he unleashed a powerful blast of white energy that destroyed a huge part of the town.

"Hey what the fuck are you doing.'' asked Gajeel.

"What else, he's getting their attention so they know what we did, rather then wait till the morning.'' said Malex.

"Once more this means the fun will start faster.'' said Orin.

"Which miens soon I'll get to sink my fangs into some more tasty fairy flesh.'' stated Mallex while licking his lips.

Gajeel then grind.''Good point and good idea, the fun is about to start.''

**WITH OUR HEROES.**

"What was that.'' said Jase he woke up to find Erza and Cana both cuddling up to him.

"Jase we got trouble.'' said Ben as he came into Jase room, and froze as Erza and Cana woke up.

"Ah when your ready.'' said Ben as he left.

Outside all of them minus cana who was passed out from drinking to much before bed saw a part of the town was on fire.

"What or Who did this.'' asked Lucy.

"Worry about that later.'' said Ben as he dialed up **ASTRODACTYL **and took flight as the others fallowed once Ben got there he went **Waterhazard**, "**Waterhazard.**" yelled Ben as he started to put the flame.

Jase tapped the Nemetrix and became a large, blue , bipedal turtle-like creature, with six spikes on his grey shell, 3 fingered clawed hands and 3 toed feet, and a very long tail that resembled **Ultimate humungousaur**, two rhino like horns, and red eyes with the Nemetrix around his neck.

"**Clubber Turtle**.'' Jase shouted as he started to spray water out of his mouth that helped but the water out.

"Thanks Jase I'm good idea using **ampfibian's** predator like that,'' said **Waterhazard **giving his friend a thumbs up.

"Ben behind you.'' said **Clubber Turtle **as **Waterhazard** turned around to come face to face with Gajeel, Orin and, malex,

"You just wrecked some of my best work.'' said Orin.

"You mien it was you jerks did this.'' asked **Waterhazard** as Gajeel attacked. "**Iron dragon club**.'' said Gajeel as his left arm shifted into a large, steel colored pillar and extended toward **Waterhazard** and sent him into a house.

"Ben.'' yelled **Clubber Turtle **as Orin jumped on his shell and sent him to the ground with a double kick, then grabbed him by his tail and threw him into several houses.

Jase and Ben turned back to their human forms as they were grabbed by their attackers and thrown to the ground.

"Pathetic..'' said Malex as he Kicked them into lamp posts then saw Natsu, Lucy, Happy, Erza, Cana, and Gray.

"Jase, Ben,'' they yelled as they saw their injured friends and then saw Gajeel, Orin, and Malex.

"You, you jerks are gonna pay for this.'' yelled Natsu "**Fire Dragon's Iron Fist" **Natsu yelled , as he shot forward with his right fist on fire, Orin caught it with ease, with his left hand, the others were shocked at that.

"So your Igneel's little wana be son.'' said Oren as his right fist was covered in black and blue energy. "**Black Dragon's Hard Fist" ** Orin said as he punched Natsu in the stomach, Orin grabbed him threw him to the ground picked him up and threw him to the ground then stepped on his head.

"Pathetic, no wonder Igneel left you.'' said Orin. "Were is he.'' asked Natsu. ''You say you've met Igneel, then were is here.'' asked Natsu, hoping that this boy would know were his foster father is.

"I have no clue were he is, I fought him once and he fled before I could kill him, You how ever are nowhere near one tenth as strong as him, at least he put up a fight.'' said Orin.

"Get away from him.'' came Gray's voice as he charged at Orin. "**Ice-Make: Ice Hammer**" yelled Gray as he made a hammer of ice to strike his foe with, but before he could Gajeel stepped in.

"**Iron Dragon's Sword**" yelled Gajeel as he turned his left arm into a large, jagged steel blade that slashed the hammer to bits. "**Iron Dragon's Club**." Yelled Gajeel as he turned his right leg into a large Iron club that extended at Gray sending him into the ground knocking him out.

"Gray hold on.'' called out Erza.

"Not so fast there Red.'' came Malex voice as Erza turned to see Malex holding Lucy from behind with Lucy's head in his mouth, while Happy was under Malex left foot being crushed.

"Make one move and I'll crack their skulls wide open.'' stated Malex as some of his fangs lightly pierced Lucy's skin causing her to bleed a bit.

"**Iron Dragon's Foot Blade**.'' Gajeel sprouts a sharp, harpoon-like blade from the sole of each of his feet. and kicked Erza in the back. Erza fell to her knees in pain.

"Still breathing ha, well not much longer.'' said Orin as he came up to erza.

"**Black Dragon Secret Technique," **he said, before smashing one fist into Erza's face. ," **Black DragoN Chaost fist .**!" With that, he then began punching Erza rapidly, with his magical charged fists. And with one final punch, he sent he down.

"Look at you pathetic.'' said Orin as he stepped on Erza's head.

"Stay away from my friends you bastards.'' came Natsu's as they saw him charging at them.

''Dragon Slayer's Secret Art Crimson Lotus: Exploding Flame Blade.'' Yelled Natsu as he swiped his arms in a circular fashion, creating a powerful, and highly destructive, torrent of flames that shot at Orin who crossed his arms in a X "**Black Dragon's Shield**!" he said, as a force field appeared and blocked the attack.

"**Black Dragon Secret Technique, ** **Black Dragon Chaos fist .**!" said Orin as he started to rapidly punching Natsu then with one last punch knocked him out.

"Well know that was fun.'' said Gajeel.

"Yes know get moving you slut.'' said Malex as he made Lucy Lucy start walking. he also kicked Happy aside.

"Let me go.'' said Lucy.

"be quiet less you want us to do you what we did to five of your friends before.'' said Orin as they showed Lucy what they did to Levy, Jet, Droy, Macao, and Wakaba, who looked half dead.

"Now let's go.'' said Gajeel as he punched Lucy in the gutt knocking her out.

"Little pest wont be needing these.'' said Malex as he took Lucy's spirit keys and tossed them near Ben.

As our heroes lay their battered and bruised a lone figure appeared it was Mystogan. One of Fairy tail's s-class wizards.

He got them all to a hospital without saying anything.

**I would like to remind everyone that the characters Orin Dragoon and his Exceed Malex are two OC's of mine if you do not believe me ask lord Revan flames or check out the reviews for chapter three of Team apex you'll see I made Orin Also sorry if it's a bit short.  
**

**That's it for now till next time this is Myzor king of war signing out.**


	10. Chapter 10

chapter 10

**I have re watched a few episodes to make this chapter. and well anyway on with the story.**

Ben woke up in a bed alongside Jase, Erza, Gray, Happy, and Natsu.

Cana was siting next to Jase bed.

"What happened.'' asked Ben. as he then remembered.

"Calm yourself Ben.'' Came Makarov's voice as he entered.

"Why are we here and were are we.'' asked Ben.

"The guild infirmary I had you moved from the hospital to here were it's safer.'' stated Makarov. "I also had a friend of mine fix you up you should be good as knew in a while.''

"I'm sorry.'' came Cana's voice if I had not gotten so drunk from earlier I could have helped.'' said Cana,

"Don't be to hard on yourself, if you were there you would be in a bed next to us.'' stated Ben.

Makarov then broke the staff he had in his hand.

"They can wreck break and destroy my guild haul all they want, I can handle that but when they harm and kidnap my children that's when I get mad.'' said Makarov.

"THIS MIENS WAR,'' Yelled Makarov.

"About time.'' Said Natsu as he woke up.''

"Let's get them.'' came Jase voice. "Besides we owe them some payback.''

"Yeah that sounds good, let's kick their asses.'' came Gray's voice.

"We also have to rescue Lucy.'' said Ben.

"Yes and then crush Phantom lord.'' stated Erza. "Cana you stay and look after Levy, Jet, Droy Macao and Wakaba.''

"Ben, Jase, Cana I want the three of you to find Lucy.'' said Makarov.

**At Phantom Lord Guild Hall**

All of the mages of Phantom Lord were celebrating their victory over their longtime rival, Fairy Tail. They were all drinking, and messing around.

"Great job.'' said Sue.

"Yeah I would have loved to see those fairy wimps faces.'' said Boze.

"Yeah we totally took down a number of their best mages.'' boasted Gajeel.

Orin and Malex were eating several helpings of meat when Boze walked up to them.

"Hey I herd you beat salamander and Titania, Tho I bet I could have taken them to.'' gloated Boze as Oren hit him with a **Black Dragon's Hard Fist**, which sent him flying into a wall.

"NEVER bother us while we are eating.'' said Malex.

"Or bother us with your Boasting.'' said Orin.

"OK that is enough.'' came Master Jose's voice as he appeared.

"Good work my boys you Beat some of Fairy tails best and captured the girl, I'm very proud of all three of you.'' said Jose, as the hall then started to shake and then a huge hole was smashed in a wall.

"What the Hell?" Gajeel said as everyone then stood up.

"It's Fairy tail.'' yelled Boze.

Natsu, Gray, and Erza who were still wearing some bandages led the charge along side Makarov.

"Were is your Master.'' yelled Makarov.

A number of Phantom Lord mages charged at Makarov. Makarov then used his magic grow so big, that he was almost touching the hall's ceiling.

He then swatted them aside like flies.

Makarov made his way through several Phantom lord Mages, making his way to Jose's office.

"Jose!" he roared as he busted his way in. Jose looked up from his desk, and smiled.

"Makarov, to what do I owe the pleasure?" he asked.

"You attacked 5 of my children!" Makarov growled," You will pay for that!" With that, he got ready to attack.

But Jose only smiled. As he snapped his fingers.

Suddenly, a large man appeared in front of Makarov. Much to his surprise.

"This is so sad!" the large man said, as tears came from a blindfold. As he then hit Makarov with a spell.

**Back with the others.**

Natsu was beating up several Phantom lord mages till he saw Orin and Malex.

"You **Fire Dragon's Iron Fist" **Natsu yelled , as he shot forward with his right fist on fire.

Orin caught it and kicked Natsu into a wall, then ran at him and kicked him sending him through the wall.

"Didn't learn the last time.'' said Orin.

"Your mine.'' said Erza as she summoned her Black Wing Armor, and charged at Orin who crossed his arms in a X "**Black Dragon's Shield**!" he said, as a force field appeared and blocked the attack. ''Moon Flash.'' yelled Erza as charged, Erza's sword shattered to pieces when they hit the force field.

"**Black Dragon Secret Technique, ** **Black Dragon Chaos fist .**!" said Orin as he started to rapidly punching Erza, shattering most of her armor, then got behind Erza and ripped her wings off and kicked her down.

" Giant's Armor.'' yelled erza as she summoned her Giant's Armor and threw a punch at Orin who countered with on of his own.

"**Black Dragon's Hard Fist" ** Orin said as he punched Erza's his destroying the armor covering it.

"**Black Dragon Secret Technique, ** **Black Dragon claws.**!" said Orin as his hands were covered in black scales and became claws, he then started to slash Erza all over her body shredding her armor as if it were paper.

**Black Dragon's Horn Sword**!" Yelled Orin as his his entire body was wrapped in black and blue energy, as he rushed toward as Erza headbutting her in the gutt then double punched her in the same spot.

Erza was struggling to keep standing.

"Now let's end it.'' said Orin as he started to gather power. "**Black Dragon Secret Technique, ** **Black Dragon Chaos fist .**!" said Orin as he started to again rapidly punching Erza, as He did Erza coughed up blood with each punch.

"**Black Dragon's Hard Fist****.**" Yelled Orin as he delivered the finishing blow, Erza spat out a ton of Blood as she as she fell like a tone of bricks .

"Erza.'' Yelled Gray.

"Forget her worry about yourself.'' Said Malex as he appeared in front of Gray and bit into his right shoulder.

"Aaaaaaaauuuugggghhh.'' Yelled Gray as Malex then broke Gray's left arm.

"Is this all the fight you have, I thought you fairy tail mages were tough.'' said Malex.

"We are.'' came Natsu's voice as he jumped through the hole in the wall he was sent through.

"Still want another beating.'' said Orin as he and Natsu got ready to fight.

"**Fire Dragon's Iron Fist" **Natsu yelled as he charged forward, "**Black Dragon's Hard Fist****.**" Yelled Orin as he charged and when both of their punches collided and an explosion accrued.

Natsu was blown back straight inyo a wall while Orin stayed were he was.

"I ain't done with you yet.'' said Natsu wobbling as he walked.

"Give up now and I might let you live.'' said Orin.

"NO not after what you did to my friends,'' yelled Natsu.

"Give it a rest look at you you can barley stand, what a waste, I had hoped Igneel would have raised you to be stronger then this, But your nowhere near as strong as Igneel'' stated Orin.

"That's another thing, where is Igneel, where's my dad.'' Yelled Natsu shedding tears remembering his foster father.

"I have no clue every time I found him and fought him he always some how managed to escape before I could finish it.'' Said Orin. "But next time he is done for, but you are done for now.'' said Orin as he took his guns out and started to channel magic energy into them.

"**Black Dragon's Triple Dragon Roar.**" Yelled Orin as he fired a white energy beam from his mouth and both his guns at Natsu who was frozen still.

"**NRG**" Came Ben's voice as Natsu saw **NRG **in front of him.

"BEN WHAT ARE YOU DOING.'' yelled Natsu as **NRG** pushed Natsu out of harms way then took the blast. his armor protected him but he got sent into a wall as the Omnitrix timed out.

"Ben.'' yelled Natsu as he ran to him.

"What are you doing here, Gramps told you Jase and Cana to find Lucy.'' siad Natsu.

"We thought one of us should come encase you needed help.'' siad Ben as he got up.

"Besides I owe metal head over there some payback.'' said Ben looking at Gajeel who just beat up several Fairy tail mages.

"You got balls coming here.'' said Gajeel.

"This ones mine Stay out of it.'' Said Gajeel to Orin and Malex.

"Alright.'' said Ben as Elfman then stepped in.

"Stand back let a real man handle this.'' said Elfman.

''Beast Arm: Black Bull.'' Yelled Elfman as he transformed his right arm into that of a large black beast's arm.

Elfman charged at Gajeel who simply stepped a side and put his foot out tripping Elfman over, then brought his knee into Elfmans gut knocking the wind out of him, then chopped him in the back of his neck.

Elfman fell down on his hands and knees as Gaajeel kicked him into a table. Then walked up to him grabbed him by his right leg and spun him around and tossed him into his guild mates.

''**Iron Dragon's Club**.'' Yelled Gajeel as he turned his right leg into an iron club that shot at Elfman and his guild mates as several other clubs came out of it hitting them all.

"Ha well that was fun.'' said Gajeel as he turned his leg back to normal.

"Nw to deal wirh you.'' said Gajeel looking at Ben.

"OK it's HERO TIME.'' yelled Ben as he slammed his palm down on the Omnitrix and became **Diamondhead**. who turned his left hand into a sword and charged at Gajeel.

"**Iron Dragon's Sword**" Yelled Gajeel as he turned his left arm into a jagged sword and charged at Ben and their blades clashed.

"Give up you can't win.'' said Gajeel.

"Oh yeah well try this metal head.'' said **Diamondhead **as he made diamond version of Gajeels ''**Iron Dragon's Club** come out of his chest sending him into a wall.

"OH YEAH how you like me now.'' said **Diamondhead**.

"Not bad but I ain't done yet.'' said Gajeel.

Orin then attacked and kicked **Diamondhead **into a table.

"Now you face me.'' said Orin.

"Gladly.'' said **Diamondhead **as he turned his hand into a mace and threw it at Orin who caught it with ease and then headbutted **Diamondhead **in tha face then jumped up and kicked him in the chest, and before **Diamondhead **could recover Orin started to punch him over and over denting his body then picked him up spun him around and threw him to the ground as the omnitrix timed out with Ben just barley staying awake.

All of a sudden, everyone's attention was grabbed as something fell from the ceiling and crashed into the floor.

"What was that?" Gray asked.

When the dust cleared, Fairy tails mages all, gasped in both shock and horror. Lying in a crater in the floor was Makarov. His skin had turned sickly green as well as his eyes and hair only a lighter shade.

"It's Gramps!" Natsu shouted.

"Is he okay?" Gray asked in panic.

"Master!" Erza yelled. Ben

Ben, Gray, Natsu, and Erza, immediately came to Makarov's side. Erza picked him up.

"M-m-my m-magic power…it's all gone" Makarov stuttered.

"Master hold on," Erza said.

"What happened to him?" Natsu asked.

"I don't know." Gray said. "But I can't sense any magic energy coming from him at all."

"This is bad," Ben stated.

"No, it can't be it just can't!" Happy said.

"Come on Gramps," Natsu encouraged, "you can pull through this."

While the Fairy Tail mages were focused on Makarov, Gajeel picked himself up from the pile of rubble. He wasn't injured too badly, only a minor bruise on his chest.

"Hmph," he mumbled, "guess the fun's over and just when things were starting to get good. I really wanted to get some payback on that Take-Over mage."

"I don't get it." Gray said. "Gramps is so powerful, how could they beat him?"

Ben looked up from Makarov to the ceiling. He could see all the way to what he presumed was the top floor, where whoever did this to Makarov would probably still be.

"Only one way to find out," Ben stated.

However, any chance of going upstairs was completely crushed as the other Phantom Lords begin to rally.

Erza, _This is not good.' _She with a tear in her eye.

Ben quickly activated the Omnitrix, and in a flash of emerald, standing in Ben**'**s place was **Big Chill**.

"**Big Chill," **Ben announced.

Phantoms lords Mages attacked only for Big Chill. to inhale deeply and exhaled a sheet of ice over the pack of mages, freezing them.

"We must retreat!" Erza commanded. "Everyone, back to the Guild at once!, We've got to help the master

Natsu Gray, Loke, and Elfman looked at her all with shocked expressions.

"Erza?" Loke stuttered.

"No way!" Gray protested. "We can't give up!"

"Real men never retreat!" Elfman added.

"Guys," Big Chill said as he flew down toward them. "I don't like this either but we've lost the besides, Makarov needs help now!"

"Ben is right. Now retreat!" Erza shouted. "That's an order."

Grudgingly they agreed and left. Soon, everyone had retreated.

"They're retreating this is so sad." A man, standing next to Gajeel, said.

He was a very tall, man with tan-skinned. His eyes were covered up by a blindfold. He wore a long, green coat, yellow shirt, and a pair of loose pants. On his head was a green top hat that matched his jacket. He was Aria, the strongest member of the Element 4.

Gajeel looked to Aria. "I can see your just as creepy as ever." He commented. "I gotta commend you for taking down that Fairy Tail geezer."

"It's over we won.'' said Malex.

Phantom Lords Mages let out a triumphant cheer, as Jose floated down, and smiled cruelly.

"Indeed we did win and I must commend you Orin, Malex, and you Gajeel.'' came Master Jose's voice.

"What about the blond Master, what are we to do with her.'' asked Gajeel.

"She is safe being held in a gloomy cell at headquarters.'' said Jose.

From below, Natsu's keen hearing had picked up what they had said. He immediately turned to look up at them.

"Natsu what is it.'' asked Ben.

"I herd were they have Lucy.'' said Natsu as he told Ben what he herd.

"OK I'll meet up with Jase and Cana and we will find her.'' said Ben as he dialed up **fasttrack**.

"Meet you back at the guild.'' said **fasttrack **as he took off.

With Jase and Cana.

they were still looking around for places Phantom lord might have taken Lucy.

"This is all my fault.'' said Cana.'' If only I was not still sleepy from all of that drinking, I could have helped and Lucy would not have been kidnapped.''

"We don't know that stop blaming yourself for what happened.''' said jase.

"Don't bullshit me Jase.'' Yelled Cana. "I messed up I'm a worthless drunk.'' said Cana.

"Stop that.'' said Jase.

"Why we know it's true.'' said Cana as Jase wrapped his arms around Cana causing her to gasp as Jase placed his lips on Cana to try and calm her down.

Cana leaned into it and they started to kiss for a bit till parting for air.

"Feel better know.'' asked Jase as Cana leaned in and kissed him this time and slipped her tongue in as Jase did the same as their tongues wrestled for control while they wrapped there arms around each other.

"I'm gone less then an hour and you two are making out.'' came Ben's voice as Jase and Cana parted blushing like crazy.

"Don't worry I won't tell anyone, any way I know were Lucy is come on.'' said Ben as he lead them to were they needed to go.

"Come on let's go save our friend.'' said Jase as he took Cana's hand with is and lead her the way. Cana just smiled and fallowed.

At Phantom lords HQ.

Lucy was tied up in a cell.

She looked out a window praying her friends would come.

"Give up they ain't coming.'' came a voice as Lucy turned to see 3 of the elemental 4 led by Totomaru.

"Even if they did they got no chance.'' said Totomaru.

"Why are you doing this." Lucy asked.

"Easy we got a job request from your dad he offered us a huge amount of money to get you.'' said Totomaru.

Lucy was shocked her Father caused all this.

She started to cry knowing she caused all this.

**Meanwhile.**

Ben Jase and Cana had made it to were Lucy was being held captivae.

as they approached it started to rain.

"great just what we needed.'' said Ben sarcastically.

"drip drip drop, drip drip drop.'' came a voice.

"OK who ever that is come out.'' said Jase as the ground under him suddenly sucked him under.

"JASE.'' yelled Cana and Ben.

"I would worry less about your friend and more about yourselves monamies.'' came another voice, as a fire ball suddenly came at them Ben and Cana barley dodged it.

Cana then saw a blue haired woman with a umbrella.

"drip drip drop, drip drip drop.'' I am Juvia of the elemental 4. said Juvia.

"Water Lock " yelled Juvia as she trapped Ben in a bubble of water.

"We and I am Sol also of the elemental 4.'' said Sol as he came out of the ground.

"and I am Totomaru also of the Elemental 4.'' came Totomaru's voice.

The ground shook and Jase who went **Slamworm **burst out of the ground and swatted Sol aside.

"Hello did you miss me.'' asked **Slamworm**.

Ben went **Ghostfreak **and flew through the water and went **Feedback **and shot Juvia with a electrical blast.

''Water Force.'' yelled Juvia as she sent a wall of water at **Feedback **who pointed his fingers tail and antennas at it and shoot electrical blast at it that blasted through and zapped Juvia.

"You are dead.''said Totomaru as Cana took out some of cards.

"Icicle" said Cana as she threw some cards that shot out Icicles at Totomaru who dodged.

"You mist.'' said Totomaru as Cana ran at him, "You were saying.'' said Cana as she kicked him in the face..

"Try this monami, Roche Concerto.'' said Sol as he threw a barrage of massive rocks at **Slamworm **who swatted them with his tail then spat acid balls at Sol who nearly got melted.

"You will not deafet me Water Slicer.'' said Juvia as she created and sent forth several blades that resemble scythes at **Feedback **who blasted each attack.

"Nice try but no go.'' said as Cana threw some cards at Juvia, ''Jolt of Fate.'' yelled Cana as she threw three cards ar Juvia that electricuted her.

"Hey your fighting me.'' Yelled Totomaru who did not noticed **Slamworm **go **Crabdozer **and run him over.

"Take that asswipe.'' said **Crabdozer**.

"I'm gonna roast you alive, Blue Fire.'' yelled Totomaru as he unleashed a stream of blue fire at **Crabdozer **who took it, to Totomaru's shock **Crabdozer** was unharmed.

"Blue Fire, Blue Fire, Blue Fire." Yelled Totomaru as he did it over and over and **Crabdozer **did not feel a thing.

"Rainbow fire.'' yelled Totomaru as he unleashed a stream of multicolored fire at **Crabdozer **who took it, to Totomaru's shock **Crabdozer** was unharmed.

"Not even a scratch.'' said Totomaru as he was kicked by **Crabdozer.**

"Hey what of our fight.'' said Sol as **Feedback **blasted him in the face.

"OH right in the friggen face.'' said **Feedback**.

**Feedback **then ran at Sol and jumped up and kicked him in the face several times.

"Never turn your back on me.'' said Juvia as she was then run over by **Crabdozer**.

"Might wanna take your own advice.'' said **Crabdozer**.

Juvia tried to get, once back on her feet **Feedback **chopped her in the back of her neck.

"Hey can't any of you just pick one opponent.'' asked Totomaru as **Feedback**, **Crabdozer **and Cana looked at him.

"Oh no.'' said Totomaru as **Feedback **and Cana both punched him in the face and **Crabdozer **kicked him sending him flying.

"Now you Die.'' Yelled Juvia

"Wind Edge'' said Cana as she too out two cards and unleashed an ascending air blast from the ground several meters away from her, which sucked Juvia up.

**Feedback **slammed down on the Omnitrix symbol and went **Big Chill** then blew a cold gust at the air blast, **Big Chill **slammed down on the Omnitrix symbol and went **Four arms** then knocked it over picked it up and threw it sending it and Juvia flying.

"Now to deal with you.'' said **Crabdozer **looking at Sol who was shaking with fear.

"OK you want a piece of me try this Platre Sonata.'' yelled Sol created a large clenched fist made of plaster in front of him, and sent it flying at them as **Crabdozer **went **Ultimate Crabdozer **and charged at the fist and smashed through it.

"That all you got.'' asked **Ultimate Crabdozer**.

Sol just stood the crying and shaking.

"I got this said **Four arms** as he slammed down on the Omnitrix symbol and after a bright green flash **Toepick** stood in his place.

the metallic cage on his **Toepick's** opened up to reveal his face and just like that Erigor turned white with fear as a chain of sounds began: terrified screams, agonized wailing, roaring, unholy groans and wails, hissing, and deep demonic laughter started up as the cage opened.

Sol went white with fear.

"Gona get you gonna get you.'' said **Toepick** as he walked towards Sol.

"No No No stay away from me you monster.'' said Sol as he ran over a cliff and screamed on the way down.

**Toepick** and **Ultimate Crabdozer **changed back into Ben and Jase.

Ben, Jase and Cana high fived each other.

"Now let's go save Lucy.'' said Jase as the went inside.

"Lucy, Lucy, were are you.'' called Ben.

"Ben, Ben, is that you.'' came Lucy's voice.

"You hear that.'' asked Ben.

"Yeah in there.'' said Cana pointing to a door.

Ben and Jase both knocked it down.

as they fell down along with the door they saw Lucy tied up.

"Hold on Lucy.'' said Ben as he rushed over to her and untied her.

"Are you OK.'' asked Ben.

Lucy just threw her arms around Ben and hugged him.

"Glad to see you to.'' said Ben as he gave Lucy her keys back.

"Thanks and I'm sorry this is all my fault.'' siad Lucy.

"What do you mien your fault.'' asked Jase.

"My father, he haired Phantom Lord to capture Me.'' said Lucy.

"What.'' They Shouted.

"How, why.'' asked Ben.

"My full name is Lucy Heartfilia, of the Heartfilia Family.'' Said Lucy.

"Heartfilia Family. as in the owners of Heartfilia Konzern, one of the most powerful and richest organizations in Fiore.'' said Cana.

"Your rich.'' asked Ben.

"Kinda.'' siad Lucy.

"Let be guess you ran away from home.'' asked Jase.

"Yes I did and now my father has sent thses monsters to come and get me and force me home.'' said Lucy.

"Why did you run away anyway.'' asked Ben.

"My father did not care about me he ignored me and only cared for his business, and now for some reason he suddenly cares.'' said Lucy.

"Let's worry about Phantom lord First.'' said Jase.

"Yeah and don't worry Lucy we wont let them take you from us.'' said Ben.

"Ben.'' said Lucy as she kissed Ben on the lips, and then quickly parted both blushing.

"Sorry.'' said Lucy.

"Oh I'm gonna have fun with this.'' said Cana.

"Do that and I'll tell Erza about you kissing Jase.'' said Ben as Cana turned Pale with fear.

"What they kissed.'' said Lucy.

"Yeah I'll tell ya more once we get back to guild.'' said Ben.

Ben went **XLR8 **and Jase went **SPEETAH**. Lucy Got on **XLR8 ** Cana got on **SPEETAH **and

they took off for the guild.

**OK that is it for now hope you all enjoyed it sorry if it was a bit short and all I have more coming up real soon and I will eventually have Orin reveal the name of the dragon that raised him till then This is Myzor king of war signing out.**


	11. Chapter 11

chapter 11

**Here it is Chapter 11 Sorry for the wait and all well anyway on with the story.**

Ben, Lucy, Cana and Jase made it back to the guild and found everyone looking like hell and they were all sad as well.

They were greeted by Loki "Man am I glade your Back.'' came Loki's voice.

"What happened here.'' Asked Cana.

"We got our asses kicked is what.'' came Gray's voice as he walked up to them.

"Were is Master Makarov.'' asked Lucy.

"Bisca and Alzack took Master to Porlyusica," Erza answered," If anyone can help him she can."

"You mien even Master lost.'' asked Cana.

"Yes hopefully she can help him.'' came Erza's voice as she walked up to them.

"Erza what happened to you,'' asked Lucy as she saw the bad shape Erza was in.

"It was that Orin he beat me and Natsu.'' said Erza clenching her fist.

"Someone beat both you and Natsu.'' said Lucy.

"Yeah and when I see him he is gonna go down.'' called out Natsu from across the room.

Some time later.

Lucy told them why Phantom lord was attacking them she thought they would be mad but instead they swore to protect her.

"Since Lucy is they are after, they are bound to attack us." Cana said. "And I would bet that it will be sooner than later. Right now, we have got way too many wounded to put up much of a fight."

"Yes and Mirajane was been unable to find Mystogan.'' said Erza.

"What about Laxus.'' asked Cana.

"Laxus are you kidding that asshole.'' said Ben.

"Mirajane is trying now.'' said Erza as Laxus appeared in the lacrima Mirajane was using.

"Speak of the assweed.'' said Jase.

"I cant believe they are asking him for help.'' said Ben.

"Laxus we really need you right now." Mirajane pleaded. "Fairy Tail's in grave danger."

_"What do you want?"_ Laxus asked as he appeared on the Lacrima. He did not looked very happy. Like they had bothered him while he was in the middle of something he was enjoying.

"Laxus, you have to help us!" Mirajane said," Master has been defeated and Phantom lord is on the attack.!" Laxus just laughed.

_"That's what the old geezer gets he's to old!" _he said_," Now if I were in charge it would have gone better…" said Laxus._

"So you're not going to help us!?" Cana asked.

"_Of course not!"_ Laxus replied. _"Why should I? That senile old geezer is the one who started this. Why should I have to be the one to clean up his mess.''_

"In other words your to chicken shit to help us.'' said Ben.

"What you say punk.'' said Laxus.

"You herd him, chicken shit.'' said Jase.

"You can't talk to me like that.'' said Laxus.

"Just did.'' said Jase.

Mirajane frowned angrily. "Please Laxus, Phantom Lord is also trying to kidnap Lucy."

"_Who? Oh wait…the new girl? I tell you what; if you can talk her into being my woman I'll do whatever she wants." _

"You sick pig!" Cana yelled.

_"Very well," _Laxus said with an insincere shrug_," Make sure Phantom Lord plays nice." _Laxus then broke out into another fit of laughter.

"If your our last hope then we are screwed.'' said Jase.

"You say something to me boy.'' Yelled Laxus.

"I don't see any other dumbass besides you.'' said Jase.

"Are you really calling me a dumbass.'' said Laxus.

"Don't need to you just did.'' said Jase.

Laxus was about to say something till Ben knocked the lacrima over.

"Man he is gonna be pissed at that.'' said Jase.

"Let the son of a bitch be pissed.'' said Ben.

"I just don't understand it." Mirajane said. "How can someone in Fairy Tail be so heartless and cruel?" She then stood up with a determined look on her face. "I can't just sit here anymore I must also fight!"

"What!" Cana said. "Don't be ridiculous!"

"I'm useless staying here at the Guild Hall." Mira said. "I want to help!"

**With Phantom lord.**

"You all have failed me miserably," Jose yelled from his chair.

"We are sorry Master," Juvia said," It won't happen again."

"Wi! master we are.!" said Sol.

" It won't happen again." Said Totomaru.

"I know it won't, because I am Going to handle this myself," Jose said,"

"Gajeel, Orin, Malex" Jose said.

"Yeah?" the Iron Dragon Slayer asked, as he looked up from the metal he was eating.

"What do you want.'' asked Orin, while he and Malex were eating meat.

"Were eating,'' said Malex.

"You are too remain here." Jose said.

"Ah come on!" Gajeel said," Why can't I go kick some Fairy ass?"

"My mind is made up," Jose said," you all are to to stay for the time being ." He then stood up, and grinned maliciously.

"Fairy tail's wizards will not realize what is happening till it is too late," Jose said.

**Back at Fairy Tail**

The guild was suddenly disrupted when there was a large boom, and the basement shook.

The ground started to shake.

"Hey, what's going on?" Jase asked.

"What in the hell?" Elfman said.

Everyone got up and ran outside,when they got outside they could not believe their eyes. Literally walking towards them, was Phantom Lord. But not it's members. But The ENTIRE guild. On large, spider-like legs, as it lumbered through the water to Fairy Tail.

"What the he is that?!" Natsu asked fearfully.

"Is it Phantom Lord?" Loke said.

"I did not anticipate this. I did not think they would resort to this!" said Erza.

The Phantom Lords Headquarters took a few more giant steps before coming to a halt.

**"Fairy Tail!" **came a all to familiar voice.

"It's Master Jose.'' said Erza.

**"Surrender the Heartfilia girl, and I will spare both you and your guild!"**Jose said. Lucy just stood still, as tears began to fall. All this was her fault.

"Go fuck yourself.'' yelled Jase. "You want Lucy well your gonna have to kill me first.''

"And me as well.'' said Ben

"What they said.'' Yelled Natsu.

"That's not gonna happen!" Alzack yelled.

"Like any Guild would hand over one of their own to a monster like you!" Bisca added.

**"Very well you have made your choice now suffer for it,"** Jose said. With that, the front of the guild opened up. And it then revealed a large cannon sticking out.

"Get Lucy to safe!" Erza said.

"But…," Lucy began, only for Ben to go **Stinkfly **and place her on his back and take to the sky.

**"Since my prey, is not with you feel the power of the Jupiter Cannon!" **Said Jose as the large cannon began to gather up magical energy, getting ready to fire.

Without saying anything, Jase rushed forward. He did not know if what he was planing would work but he had to try.

"Jase!" Erza cried.

"Are you crazy?!" Cana shouted.

"Don't be stupid turn around man!" Gray yelled.

Jase just kept going ignoring them as he rushed toward the walking guild haul. He quickly activated the Nemetrix.

"Time to release the Beast.'' said Jase and in a bright flash of red light he was replaced by **Tyrannopede **and then went **Ultimate Tyrannopede** as the jaws of everyone minus Ben, Natsu, Gray, Erza, and Lucy dropped to the ground as they had yet to see Jase as **Ultimate Tyrannopede**.

"**Ultimate Tyrannopede!" **Jase roared, his voice carrying it for miles.

**Ultimate Tyrannopede **glared at the walking building standing. The cannon started to gather power till. Finally, unleashed, a powerful beam at **Ultimate Tyrannopede**.

As the spikes on ** Ultimate Tyrannopede **'s back started to glow light blue as he turned his hands into cannons, and fired a massive light blue energy blast from from his mouth and several energy bullets from his cannons.

Both of the attacks met head on. As the beams clashed the energy bullets from **Ultimate Tyrannopede**'s cannons wrecked the walking Guilds legs and arms and it tilted over, as the beam got shot off into the distance. And **Ultimate Tyrannopede**'s beam blew a hole in the middle of the guild hall.

**Ultimate Tyrannopede**'s eyelids then began to slowly drop. He was feeling very exhausted, struggling to even keep himself upright. **Ultimate Tyrannopede** then fell forwards. And changed back to **Tyrannopede** then back to Jase.

"Jase, Ben we need to go back.'' said Lucy as **Stinkfly **had already turned around, they landed just as Natsu, Happy, Erza, Cana and Gray got to him.

"Jase!" Natsu shouted. "Are you alright?!"

"Speak to me, Jase." Erza said worriedly.

"Say something anything.'' said Cana.

Jase just let out a low groan. His eyes then open and smiled weakly at them.

"Did I win?" Asked Jase.

"You shore did brother.'' said Gray

"That was amazing!" Happy said.

Jase smiled, happy that he was able to stop the blast from killing his friends.

Cana was under Jase right shoulder to help support him. He was still too weak to stand, but his strength was slowly building back up. He stood by his teammates, minus Lucy who was standing at the back of the group.

"I can never get over that transformation.'' said Cana.

Jose voice then echoed out from the Phantom Headquarters.

"_That was a very impressive display of power," _Jose said. _"I have to admit it I'm impressed, but you must realize it is over give me the girl and I will let you live. I will not ask again hand her over now!" _Jose said.

"GO TO HELL.'' Yelled Jase.

. "You will have to kill us first!" Said Erza.

"Lucy is staying with us!" Natsu yelled.

All of the other Guild members yelled in agreement. as Lucy's head looked up in shock.

"So stop asking cause we're not gonna give you any other answer!" Natsu.

"If you think were gonna just hand her over to you like that, then you're in for a serious ass kicking!" Ben yelled.

"_IF THAT IS YOUR ANSWER THEN I WILL GIVE YOU A ANOTHER HELPING OF JUPITER!" _Jose yelled through the speakers. _"Your new Take over mage may have done some damage too myhaul, but I ashore you the cannon is still working. you have fifteen minutes to hand the girl over to me or I will kill each and everyone of you!" _

"No way," Elfman gasped.

"What are we gonna do?" Cana asked.

"They're gonna fire at us again?" Loke stuttered.

Without warning, a number of black ghostly figures then began to swarm out of the Phantom Lord guild.

"Shades!" Cana said, as she took out her cards," Don't let any of them touch you!"

Erza took out her swords and started to slash the shades.

"We have to smash that cannon! we have got fifteen minutes to wreck it, right?"

Cana nodded.

Natsu smirked. "C'mon Happy!"

"Aye sir," Happy said as he picked up Natsu and flew him towards Phantom's Headquarters.

Ben turned to Jase, Gray and Elfman. "C'mon guys! We're gonna storm the place too!"

"Alright!" Elfman fist pumped.

"I ain't finished just yet.'' said Jase.

"That's what I'm talking about!" Gray added eagerly.

"I shall lead the defense out here." Erza proclaimed.

They nodded and then broke off into a sprint toward Phantom's Headquarters. Ben activated the Omnitrix, and then slammed down the dial. In a bright green flash in Ben's place now stood **Jetray.**

"**Jetray!" **He shouted and Grabbed both Natsu and Happy to help them get to the castle that was standing on legs faster.

Jase went **Omnivoracious** and and Gray and Elfman, got on his back, and, he took to the air fallowing Ben.

Erza, meanwhile, stood tall as she watched as her friends flew straight into enemy territory.

"Be safe," She whispered.

She then got back to fighting against the hordes of black phantom troops that were attacking the Guild.

"OK we got only one chance let's make it count.'' said **Jetray **as they neared their target.

**That is it for now sorry if it is a bit short I will try to make the next one longer. Till then this is Myzor king of war signing out.**


	12. Chapter 12

chapter 12.

**OK everyone sorry for all of the waiting Here it is now Chapter 12 I have been re-watching a few more episode to help get Ideas and anyway on with the story.**

Ben, Jase, Natsu, Happy, Gray, and Elfman neared the Phantom lord guild hall.  
"So how are we gonna get in" asked Gray.  
"Like this.'' said Jetray as he fired his eye beams and blasted a hole in the guild hall and they jumped down  
"OK we are going in.'' said Jase they all went inside.  
"Here were are Natsu and Happy.'' asked Elfman.  
"Those dombasses must have run off to try and destroy the cannon alone.'' said Gray.  
"We better find them before the get into trouble.'' said ben as they went to look for Natsu and Happy.  
Meanwhile, Natsu was trying to destroy the Jupiter Cannon barrel. He was having no success.  
"Crap! I'm not even scratching the surface!" Natsu growled in irritation.  
"I guess we have to destroy it from the inside, huh?" Happy suggested.  
"Good idea, Happy!" The Dragon Slayer said as he and his flying cat approached the end of the cannon and dived down into the barrel.  
When they reached the other end, they they found themselves in a massive room. In the center was a giant lacrima with a grayish Circled around it on the walls were four smaller red, blue, yellow, and green lacrimas. And on the ceiling was a huge clock.  
The minute hand on the clock began to move. "Eleven minutes till Jupiter fires." A synthesized female voice said.  
"They must be using that giant lacrima to collect the magical energy needed for the cannon." Happy realized.  
"Yeah," Natsu said, "but why is it so big?"  
"Because Magical Focusing Cannons, like Jupiter don't fire normal ammunition," the cat answered, "they fire concentrated magic power."  
"What ever let's just destroy it.'' said natsu.  
"I'm afraid I can't let you do that." A voice replied.  
The duo looked to see Totomaru, one of the Element 4.  
"He must be guarding it." Happy said.  
"So what!" yelled Natsu as he jumped down to Totomaru, with both of his fists covered in flames. "Anyone who gets in my way is going down!"

"I had hoped to run into one of those take over mages or the card woman, instead I get stuck with you.'' said Totomaru.  
"What are you going on about asked Natsu.  
"Simple those two take over mages along with that woman who uses card Magic defeated and humiliated me and to of my comrades, and I had hoped for a rematch.'' said Totomaru.

"I don't care asshole Get out of my way!" Natsu demanded.  
As he tried to punch Totomaru, but instead Natsu was was struck in the face by his own fiery fist!  
"Why did you hit yourself?" Asked Happy.  
"I didn't! My fist did it!" Natsu replied.

"Ten minutes till Jupiter fires." Came the voice.  
"Move it, asshole, I have a cannon to destroy!" Natsu said.  
"All you need to do is shatter the giant lacrima and it will not be able to fire anymore." Happy enlightened.  
"You can try." Totomaru said. "But I will not let you."  
Natsu's fists were shrouded by fire, his ferocity growing stronger. And he jumped into the air, with both of his flaming fists cocked back.  
However, before Natsu could get close, he punched himself again and sent himself into a wall.  
"Natsu are you okay?" Happy asked.  
"Yeah…I did it again. What was that?" Asked the dragon slayer as he got up.  
"We don't have time for any of this. Just Forget about him already! we have to destroy the cannon.'' said Happy  
Natsu ignored Happy as he glared over at Totomaru. And charged at him.  
"Hey, didn't you hear me?!" Happy shouted.  
Totomaru stood still as Natsu got close and then. A reddish-orange magic circle appeared in front of him. And, the flames covering Natsu's hands began to make him spin around. And sent him into the wall.  
"Try all you want, but I have complete control over the element of fire."  
Natsu picked himself back up. "So your one of those Element 4. guys, right?"  
"Yes, and any form of fire is my plaything for me to do with as I please." Totomaru replied. As he held out his hands. "Weather it be natural or magical, all fire bends to my will."  
"Hate to break it to you but no one controls my flame!" said Natsu.  
Totomaru just smirked and said. "We shall see."  
The colored lacrimas on the walls started to all glow brightly as magic power collected inside of them. It then began to flow out from the smaller lacrimas into the larger one in the center of the room.

"Five minutes till Jupiter fires." The voice notified.  
"Natsu we have to hurry!" Happy shouted. "The Cannon is getting ready to fire again!"  
"I know." Natsu replied.

"It's too late you've lost." Totomaru said. As another magic circle appeared in front of him. "Blue Fire!" Totomaru yelled, as blast of blue flames discharged from the magic circle and went straight for Natsu. The Dragon Slayer wasn't worried in the slightest bit. He opened his mouth and breathed in deeply. And sucked the blue flames into his mouth.  
"Whoa! That was cold going down. I've never tasted fire like that before." Natsu noted.  
"So it is you." Totomaru said. "Fairy Tail's Dragon Slayer. This isn't going to work out well for either of us, is it?"  
"And why is that?" Asked Natsu  
"Because we both use fire magic," explained Totomaru.  
"I haven't even hit you yet!?" Natsu yelled.  
"Go ahead take your best shot, you won't be able to lay a finger on me." Totomaru stated.  
Natsu slammed his fists together as he summoned a magic circle. "We'll see about that! Fire Dragon...".  
Totomaru got ready for what he thought would be another flame attack.  
However, it was not what he was ready for what happened when Natsu finished his proclamation.  
"…Spit!"  
Natsu started shooting a stream of spit at Totomaru. Totomaru groaned in discussed at what Natsu did.  
"Aaaugh you sick fucking monkey.'' said Totomaru.  
"Ha! Ha! Ha! Ha! Ha! Ha! Ha!" Natsu laughed. "I got you, I got you good!"  
"Two minutes till Jupiter fires."  
"Natsu, We're running out of time hurry!" Happy shouted.  
"You think this is some kind of game?!" Totomaru asked angrily. He then summoned another magic circle. "Orange Fire!"

An inferno of orange flames shot from the magic circle and headed straight for Natsu. Who like before, sucked it up.  
Again, Natsu inhaled the fire; however, unlike last time, this fire tasted gross. "UGH…nasty!" Natsu cried out. "That was the worst fore I ever ate.''  
Totomaru, laughed in amusement.  
"That was a real dirty trick!" Natsu growled.  
"And spiting in my face wasn't?" Totomaru retorted.  
"One minute till Jupiter fires."  
"Natsu! hurry!" Screamed happy.

Natsu charged at Totomaru again. He threw a kick at his Totomaru , who quick to dodge the attack.  
"So you wanna fight without magic?" Totomaru asked as he leaped back. "Fine by me! My katana is ready!"  
Totomaru charged at Natsu and tried to slash him. Natsu quickly dodge the attack. Totomaru appeared in front of him again and swiped his blade at him, only for Natsu leaped into the air to and did a back flip.  
Totomaru saw it and crouched down low and jumped up at Natsu, his sword ready. However, Natsu kicked the sword out of his hand. The katana was sent flying and got stuck in the main lacrima, cracks then started to form around the blade when it was embedded into the lacrima.

"You're sword-less now, that means I have the upper hand!" Natsu said. He covered both of his fists with fire and charged at Totomaru. He sent a right then a left hook but Totomaru dodged or sidestepped each attack.  
"How many times do I have to tell you that won't work?" Totomaru said in annoyance while holding up his middle and index fingers. As Natsu punched himself in the face with his flaming fist.  
"Man how dose he do that.'' asked Natsu as he growled, the anger. He let out a yell as the fire in his hands grew bigger and more intense.  
Totomaru only sneered. He got in a stance and summoned a magic circle. "I'll keep my distance and control your fire from here!"  
Natsu yelled louder as he held up his arms in a power-up fashion. His flames were becoming hotter and more powerful, swirling above him like a hurricane.  
"What the?" Totomaru remarked, his eyes furrowing from confusion. "I can't get it to move."  
The fire surrounding Natsu became so bright that Totomaru had to shield his eyes. He looked on shocked that Natsu had somehow blocked his control.  
"This is my fire!" Natsu yelled. "And I will not let anyone mess with it!"  
The Dragon Slayer shot his gathered flames forward. Totomaru leaped to the side to avoid the tendril of flames.  
He grinned. "Ha! Your attack is no good if you can't hit your target."  
The fire tendril morphed into a flaming fist, which caused Totomaru's jaw to drop. "OH SHIT!"  
"Whoever said you were my target." Natsu retorted.  
The fiery fist slammed into the handle of the katana stuck in the lacrima. The strength behind the blow buried it deeper. As a result, a volley of cracks manifested from the blade and grew around the lacrima ball, causing the energy inside to become unstable and it blew up.

Outside, the Fairy Tail wizards saw the Jupiter Cannon ignited into flames, destroying the cannon barrel in the process. Everyone began to cheer in joy from the sight of the demolished super-weapon.  
"Hey!" Bisca said. "They did it up!"  
"Yeah they did." Alzack commented.  
Erza smiled proudly. 'Good job, boys,'

In the wreckage, smoke was everywhere whilst piles of rubble laid scattered everywhere. Totomaru stood a few feet from Natsu and Happy.  
"How.?'' asked a shocked Totomaru.  
"Someone once told me something about Fire Magic you should know. You cant control fire if your heart isn't in it." Natsu shouted.

Totomaru clenched his fists. Before he could say anything, however, the building shook violently. All of a sudden, Phantom's Headquarters began to break apart and reassemble.  
"What in the hell is going on?!" Natsu shouted.  
"The building is tilting!" added Happy.  
"He hass awaked it." Totomaru said. "But there's no horizontal stabilization in here!"  
"You Fairy Tail mages are finished.!" Totomaru proclaimed while grining. "Phantom lords Giant will slaughter you!"

Jase, Ben, Elfman and Gray were runing through the guild hall when Without warning, the entire building shook violently. They tried to keep their balance. As the part of the castle they were on shifted into a new position.  
"they're awakening the Giant." Elfman said,  
"Not good," Gray added.  
Ben blinked and looked at the two confusingly. "Okay, what is the Giant."  
"It's Phantom Lord's ultimate weapon. They are transforming their headquarters into a giant warrior." Elfman responded.  
Ben and Jase eyes widened. They had to admit, that was a pretty impressive weapon  
"As cool as that sounds," Ben confessed, "we have to find Natsu. I think the cannon room…or what's left of it anyway…is that way!"  
Jase, Gray and Elfman nodded as they followed Ben through a door and down a corridor.

…  
Outside, the wizards all looked up in shock and horror. As Phantom Lords HQ started to change into a, robot with broad spiked shoulders and a horned head.  
Phantom Lord's ultimate weapon, the Super Mage Giant Phantom MK II.  
"No way," Cana said,  
"The Giant, Phantom lord's most powerful weapon," Said Erza.  
"Kneel before me now!" Jose demanded. "Or I will end your pathetic lives,"  
Erza glared at the giant. A moment later, the phantom soldiers all changed course and turned their targets to the Fairy Tail mages. As the black ghost-like beings swarmed toward Fairy Tail, the Giant Phantom began to slowly step closer toward the Guild.  
"Ghosts were bad enough now a giant," Bisca said disbelievingly. "How are we supposed to handle this?"  
"Just focus on these phantoms for now! let Natsu, Jase, Ben, Gray, and Elfman handle the Giant!"

In the wreckage of the cannon room, Natsu was lying on his stomach, dizzy and motion-sick. He looked ready to vomit . Happy was by his side, trying to help him up.  
"Come on Natsu!" Happy yelled. "You gotta get up!"  
Totomaru saw the shape Natsu was in. "What's the matter?" he joked. "You get motion sickness?''  
Totomaru got ready to strike. "Well now I think, it is time to finish you off!" He yelled just as a magic circle appeared in front of him.  
Happy gasped in fear. "Natsu!"  
"Prepare to die!" Totomaru yelled but, before he could do anything, ice started to form around both of his hands and arms. "What What's happening to me?"  
"That would be me.'' said Gray.  
"You're not a man!" Elfman stated. As he charged forward and punched Totomaru, and sent him straight into a wall. "You're a backwards shooting snowflake!"  
'Backwards shooting snowflake?' Ben, thought as he raised a brow.  
Jase came to Natsu's side and offered a hand, which he accepted and pulled him back to his feet.  
"Thanks you guys." Natsu said.

"So is this all that's left of the Jupiter Cannon?" Gray asked.  
"Aye," Happy replied.  
"Then you did good." Gray conceded.  
"Yeah, great job Natsu. Although, you did cut it really close, yah know." Jase commented.  
Natsu smiled. "Hmm, it must have stopped moving cause I'm starting to feel better now."  
"I'll fly outside and see what's happening." Happy said as he flew out a window.  
"Hey were did that Phantom Lord dude go.'' asked Jase. As he looked at were Totomaru was before.  
They all saw he was gone.  
"The coward ran off while you were talking.'' Came Orin's voice.  
"YOU I GOT A SCORE TO SETTLE WITH YOU.'' yelled Natsu as he jumped up.  
about that! Fire Dragon Roar" yelled Natsu as he unleashed his attack.  
Orin to their shock actually ate the attack.  
"Spicy but tangy.'' said Orin as he jumped at Natsu and kicked him down.  
Natsu was barley keeping awake.  
"I came to see what was going on here and I find you maggots in here,'' said Orin as he jumped up to a window.  
"Hey get back here.'' Yelled Natsu.  
"Why your not worth it, I just beat you a third time and you call your self a dragon slayer.'' said Orin.  
"Hey he said get back here a real man dose not run from a fight.'' yelled Elfman.  
"Dose a real man waste time fighting weaklings espeshily ones he has beaten thrice already.'' said Orin looking at Natsu.  
"OK yeah you got a point there.'' said Elfman.  
"Hey.'' yelled Natsu as Orin left.  
"I'm so gonna get him for this.'' said Natsu.  
"Give it up Natsu he's to strong for you.'' said Ben.  
"What do you meen to strong.'' said Natsu.  
"Look I admire your determination and all but you need to relies some people are just better them you.'' said Ben.  
"And so what your saying there are people better then you and Jase.'' asked Natsu.  
"Yes that is what he is saying and it is the truth.'' said Jase.  
The other were shocked to hear that.  
"What just cause we got all these powers dose not mien we are gods.'' said jase.  
"Yeah I mien shore we can turn into people and creatures with powers close to their power but we are not gods.'' said Ben. "Believe me there are beings out there who are 1000 times or 1000000 times or even a 1000000000 times mightier then me or Jase.'' said Ben.

Out side.  
Fairy tail's wizards battled against the hordes of shades, as they noticed one of the arms of the Giant Phantom was moving in a pattern.  
"Hey look," Alzack said, "what's it doing?"  
"It's…drawing something." Bisca answered.  
"It's a magic circle!" a girl called, Laki, said.

Erza, saw it and her eyes widened with shock,  
"That's Abyss Break," Erza said, "a forbidden spell. From the size of that magical circle, it could wipe out the entire city."

Erza was now beginning to debate whether or not she should go and help the boys or not.

Later, Happy had flown back to Ben, Jase Natsu, Elfman, and Gray and informed them of Phantom preparing to cast Abyss Break and explained what it was. They were shocked by this, but Ben, Elfman, and Gray managed to keep leveled heads; Natsu, however, not so much.  
"What do we do?!" Natsu yelled. "We gotta stop them!"  
"The first thing we need to do is to split up and look for this thing's power source." Ben said.  
"Can't we ever catch a break?" Asked Elfman.  
"From my experience no," replied Ben.  
But is it to much to ask for one once in a while.'' said Jase.  
"Come on guys! Let's do this!" said Natsu.  
"Yeah," they said simultaneously. They then split up to look.

Some time later  
Elfman was running through the haul when the ground under him became soft and he got stock.  
"Now what is this, suckreblu I had hoped to run into one of those take over mages or at least that card woman.'' came Sol's voice.  
"Card woman, wait you meen Cana, and how do you know her and Jase nd Ben.'' asked Elfman.  
"Those roughens manhandled me and 2 of my comrades and beat us down like dogs and humiliated us.'' said Sol. "I had hoped to find one of them and get some payback Wi wi wi.''  
"Well you got me to deal with,'' said Elfman ''Beast Arm: Black Bull.'' Yelled Elfman as he transformed his right arm into that of a large black beast's arm.  
He charged at Sol who dodged it.  
"You only changed one of your arms, why can;t change the rest.'' asked Sol.  
"Shut up, Beast Arm: Iron Bull.'' yelled Elfman as he transforms his arm into that of a large beast's arm composed of metal, which is somehow similar to a gauntlet, sporting plates and different lines of bolts.  
He tried to punch Sol again who dodged it again.  
"Roche Concerto.'' said Sol as he caused a barrage of massive rocks at Elman each hitting him.  
"That looked like it hurt, now try this Platre Sonata.'' yelled Sol as he created a large clenched fist made of plaster in front of him, and sent it flying at Elfman who was sent into a wall which then fell down along with him.  
"MY my you aren't as good as your sister are you.'' said Sol. "Why do you only change your arm let's find out. Merci la Vie.'' said Sol as he used his spell to see into Elfmans mind.  
Elfman then saw himself only slightly younger with his sister Mirajane and their little sister Lisanna.  
They were talking about about going on a job together, Lisanna invited Natsu but Elfman thought it not necessary.  
"Stop you fool your not ready take Natsu with you.'' said Elfman. The image faded and replaced by Elfman preforming a full bidy take over and being unable to controle it.  
Elfman watched as he saw his little get hurt by him all because he couldn't handle it.  
"No Lisanna I'm sorry I'm sorry.'' said Elfman as he broke down and started to cry.  
Elfman was snapped out of it when he herd Mirajane scream and he saw her in the giants hand.  
"Sister.'' Yelled Elfman.  
"Oh I see you noticed her she tried to trick us but failed.'' said Sol.  
Seeing what waas happening to his sister filled him with Rage as he got up. "Beast Soul." yelled Elfman as he preformed a full body tak over spell and became a Big red creature with a green chest and abs and green neck and face with a short beard and long hair both white he also had yellow spikes one on each shoulder and sharp claws.  
Elfman the started to beat Sol like a dog then went to free his sister.

(with Makarov and Porlyusica)  
Porlyusica watched Makarov start to stir. He slowly opened his eyes.  
"Porlyusica," Makarov said.  
"I was starting to wonder if you would ever wake up," Porlyusica said," I was about to pick you up and shake you."  
"What about the others?" Makarov weakly asked.  
"They are trying to fight off Phantom Lord," Porlyusica answered. Makarov's eyes widened, as he then tried to sit up.  
"I've got to help," Makarov said, as he tried to get up.  
"I am afraid I cannot let you go anywhere," Porlyusica said," If you go and fight in the condition, you are in now, there is no way you will prevail." Makarov stated.  
"But I can't let my children fight like this…." Said makarov.

Some time later

Gray storm clouds were forming over the Giant Phantom. Thunder rumbled through the air as it began to rain. Gray climbed through a broken window to get outside, hoping that it would make it easier to find the Abyss Break's power source.  
When he felt the rain hit his body, he glanced up at the sky in confusion. "That's weird." He noted. "When did it start raining?"  
"Drip, drip, drop," a feminine voice called.  
Gray looked to see Juvia as she walked toward Gray.  
"Drip. Drip. Drop," Juvis said,"Hello I am Juvia the Rain Woman of the Element 4. Drip, drip, drop,"  
Gray climbed out of the window and stood tall, glaring hard at the Phantom lord mage. "So you're one of them, huh? Well then, bring it on." said Gray.  
"I had hoped to run into one of those Take over mages or that card woman.'' said Juvia.  
"Why.'' asked Gray.  
"For the defeat and humiliation I went through when the beat me and 2 of my comrades.'' stated Juvia.  
"Listen lady, if you're looking for a fight I'll give you one." Gray said. "But let's get something straight I'm not gonna hold back just cause you're a girl."  
"Very well," Juvia said, before turning around, and walking away to some stairs.  
"I give up. You win. Good bye." Said Juvia.  
"HEY!" Gray shouted. "Where the hell are you going? Get back here and fight me!"  
Juvia grabbed her chest. What is this feeling? she thought It feels, so very warm.  
"Wait!" Gray called. Juvia. ''He called to me! What is this feeling, I…. I….''  
"I WANT HIM!" Juvia cried as she held up her hand," WATER LOCK!" A large torrent of water suddenly gathered around Gray, wrapping in a large blue orb.  
"Yes," Juvia said softly," I have him, he's mine." Suddenly, the water froze, and shattered. Gray emerged, unharmed. Juvia gasped at the sight. His power was that of ice. Water and Ice she thought are two sides of the same coin! We must be together! I've finally found my prince.'  
"Since you attacked first, I guess I will have to be a bit more forceful," Gray said. But before he could continue, a cloud of steam erupted out of Juvia's mouth.  
"But we just met!" she cried.  
"I do not want to fight a girl but I must.'' said Gray.  
"I must protect Lucy!" Gray said. Juvia froze, and her head began to spin. He wishes… to…. protect… her…the girl we are trying to capture.

"NEVER!" Juvia roared as stream of water spun around her," Water Nebula!" Two large streams of water slammed into Gray, knocking him into the ceiling. But it didn't stop there, they started to blast him right through the ceiling.  
"I will not allow anyone else to court my prince!" she declared. Juvia then turned into water, and flowed up to confront Gray.

"Ice Make: Lance!" Gray said, as a magic circle appeared and a barrage of icy lances fired out from the magic circle straight toward Juvia, only for them to go right through her like water. Gray gasped.  
"My body is made of water," Juvia explained," I cannot be harmed."  
"If you are made of water, then take this!" he said, as he launched a column of ice at Juvia. Juvia let it go through her, but Gray suddenly launched himself forward, and held out his hand.  
"Now freeze!" he said, as a huge pillar of ice rose up from where the two were.  
Gray panted, as he looked at the frozen girl.  
"Is it o…" It was then that he noticed he was groping Juvia, and he let out a scream. Juvia had turned red. He is so direct she thought longingly. Gray forced his hand out, but it caused the ice to shatter, freeing Juvia.  
"Water Slicer!" Juvia said, as several water blades launched themselves at Gray. Gray managed to avoid most of them, but what caught him at the side. He let out a grunt, as he grabbed the slightly bleeding wound.  
"Oh no, I hurt him!" Juvia said with a gasp. To her surprise though, Gray just stood up, and grinned.  
"Its going to take more than that," he said. Then to HIS surprise, instead of fighting again, Juvia began to swoon once again.  
"My prince is so strong and so brave," she said. Gray let out a sigh as he rubbed the back of his head. He looked up.  
"I wonder how this rain got here," he said," It almost gloomy." Suddenly, Juvia flinched, and she slowly looked up. It felt as if someone had just ripped out her heart, and stuck it through a wood chipper.  
"Gloomy?" she echoed, before her eyes darkened," Of course, you are just like the rest." She grabbed the rag doll that hanged from her collar, and narrowed her eyes. Water began to gather around her.  
"But I don't mind it," Gray said with a shrug. Juvia froze, as the water fell to the ground.  
"You… don't?" she stuttered.  
"Not really, I trained in the snow, so rain is fine in my book," Gray said, pointing to the sky.  
Juvia looked at the sky as well. He doesn't mind…. He doesn't mind…. He doesn't mind…. The phrase continued to echo in Juvia's head, before she looked down at Gray. She then let out a scream, as she shot up in a stream of water.  
"Finally," she said, tears of joy in her eyes," I have met a man who does not mind the rain I bring with me wherever I go!" She then slowly rose her hands, before launching them forward.  
"Water Curtain!" she said, as a huge torrent of water sprung form her hands, and blasted away multiple Phantom Lord shades, much to everyone's surprise.  
Juvia smiled, as all the magical energy began to take its toll on her. She looked up to the sky, as she began to fall. As she did, the rain began to stop. Juvia saw, for the first time, the sun, and it made her smile even more.  
"If I'm going to die…," she whispered," I will die… happily…"  
As she fell however, Gray jumped up, and caught her.  
"Hey, are you okay?" he asked. Juvia opened her eyes, and saw Gray.  
"Gray," she whispered," You saved me." Gray blinked.  
"Of course," Gray said," Why wouldn't I? I don't have anything personal against you." Gray said.  
Gray used his strength to pull her back onto the roof. He gently laid her on her back while he keeled in front of her.  
Gray turned back with a smile on his face. "You good? You starting to cool down a bit?"  
Juvia did not answer. She stared longingly at Gray, tears beginning to leak from her dark blue eyes. Suddenly, she had to close her eyes as a bright, warm light struck her face. As her vision adjusted, she looked up in shock.  
The rain clouds started to fade. In its place were a beautiful blue sky and the yellow sun beaming brightly.  
"The rain?" It stopped.'' said Juvia.  
"Hey look, the sun is coming out." Gray said.  
"The sky, I've never seen it before." Juvia said.  
Gray looked back at her. "Seriously? well there it is. It's pretty don't yah think?"  
Juvia was silent for a moment as she admired the blue sky. "It is…truly beautiful." She replied in genuine honesty. And soon passed out tp tired to stay awake.

"GRAY!" Elfman and Mirajane shouted.  
Gray turned his attention away from a passed out Juvia to the duo.  
"What's Mirajane doing here?" he wondered.  
As they ran up to Gray, Elfman said, "I see you defeated a member of the Element 4." He paused when he noticed the look on Juvia's face. "Why does she have that creepy grin on her face?"

He shrugged and replied, "I don't know. Must be having a good dream or something,"  
"There is now only one left." Mirajane said. "If we can stop them, I think that will stop the Abyss Break."  
"Mira just figured it out." Elfman explained. "The energy of the Element 4's is powering the Giant."

"So," Gray rubbed his chin in contemplation, "we defeated three. So that means there's only one left. Natsu, Jase and Ben are still searching the building. One of them is bound to run into the last one."  
"Yeah, question is which one?" Elfman inquired.

Meanwhile, Erza and the others were still fighting. The number of Shades that were attacking the Guild were growing smaller. As she and the others kept on fighting they notice that the Giant was drawing the magic circle slowly now.

'That thing should have already have casted the spell by now.' Erza thought.  
"That thing still hasn't casted the spell." Loki said.  
"Ut's moving slower then a turtle?" said Laki.  
Erza slashed through the last Shades. She then walked up to the others and explained, "Natsu, Jase, and the others are in there doing their best to stop that thing, and now…we're going to lend them a hand."  
Erza then looked on to see another wave of Shades coming at them.  
The group of wizards charged forward at their attackers.

With Jase and Ben.  
Ben and Jase were running down a corridor. They felt like they had been looking forever trying to find the Abyss Break's power source.

Ben and Jase ran through the end of the corridor and into a large room that had a red carpet stretching down the center of the room and up a grand staircase at the other end.  
"You think the power source might be up those stairs?" asked Ben.  
"I get the sinking feeling it leads somewhere else.'' said Jase  
Suddenly, they were lifted off the ground by a powerful gust of wind. And were sent into a wall.  
"OK what the hell just happened.'' asked Jase  
"How sad," came a voice.  
They looked up to see Aria.  
Ben and Jase got up from the floor and got ready to fight. "Let me guess, you're one of the Element 4." asked Jase  
Aria lifted up his head, Jase and Ben were shocked to see that he was wearing a blindfold. However, what really confused them was that rivers of tears were streaming down his face.  
"Indeed. I am Aria," he replied, "I am the strongest of the Element 4. I have come in hopes of slaying the 2 of you.''  
"Look we don't care what you came here to do. All I know is that we have to destroy that Abyss spell's power source, and if we got to take you down to get to it…then so be it." Ben declared.  
Ben then activated the Omnitrix and went through icons. When he found the one he wanted, the faceplate slide back, and he shouted, "It's Hero time!" He slammed down the dial, and after a bright flash of light and his place stood **Terraspin**.  
"**Terraspin**," Ben shouted.  
Jase tapped the Nemetrix and his body consumed in Red light and his place stood **Hypnotick**. who then went **Ultimate Hypnotick**.  
Aria looked with awe at **Ultimate Hypnotick** then looked back at **Terraspin** with a frown. He was impressed by Jase transformation however, he merely lifted an eyebrow at Terraspin. This form didn't appear very powerful or strong at all.  
"Hmph," Aria huffed, "your Take-Over is rather…unimpressive. Where as your friends is not if you are planning to run, you have chosen a bad form to do it in." said Aria.  
"Who said I was gonna runaway, you big cry baby!" **Terraspin** yelled.  
Aria sniffled in response, as more tears started to flow down from under his blindfold.  
"Dude, could yah stop with the damn waterworks?" **Ultimate Hypnotick** asked. "It's creeping me out."

"Fine if you won't stop then I will give you something to really cry about.'' said **Ultimate Hypnotick** as he unleashed a sonic blast with his wings that sent Aria flying into a wall.  
Aria held out his left hand and said. "Zetsu" as he fired multiple blasts of air at **Ultimate Hypnotick** and **Terraspin** which detonate around them.

"So sad they fell so fast.'' said Aria as the smoke cleared he saw both were unharmed as **Ultimate Hypnotick** had grabbed **Terraspin ** and used his powers to make them intangible.

"My turn now cry baby.'' said **Terraspin** as he jumped up into the air and hovered in place. His head disappeared into his shell while his arm-flippers straightened out, and his leg-flippers came together to form a third blade. The 3 blades began to spin around and created a gusts of wind that blew out from the holes in **Terraspin**'s shell.  
Aria held out his arms in front to shield himself, the wind steadily pushing him back. **Terraspin** kicked up a notch and turned his gusts into a powerful twister. As a result, Aria was blown off his feet and hurled into the flight of stairs behind him.  
"Oh my back.'' cried Aria.  
"If you think your back hurts just wait till you feel the rest of you.'' said **Ultimate Hypnotick** as he started to punch Aria into the stairs then picked him up and tossed him into the ceiling, and as he fell **Ultimate Hypnotick** kicked him across the room.  
Shockingly, Aria stood back up, despite the devastating beating he took Aria sniffled, more tears falling from beneath his bandages.  
He held out one hand, a purple magical seal appeared. "Airspace: Zetsu!"

Suddenly, a bombardment of invisible, hard air bubbles fired out from Aria's seal and struck **Terraspin** all across his body. he was sent flying back a few meters before crashing into the floor. His leg-flippers went back to normal and his head pocked back out from his shell.

**Ultimate Hypnotick** helped **Terraspin** up as he was un his back and could not get up.

''Zero.'' said Aria as he took off his blindfold and showed his eyes. The air around Aria became whirlwinds around him until it completely covered him. He then opened both his palms towards **Ultimate Hypnotick** and **Terraspin**, he released golden speckles in thier direction. But before he could finish **Ultimate Hypnotick** used his enhanced hypnotic powers on Arria who stopped what he was doing and got a happy look on his face.

"Alright Ben go **Toepick** and let this over sized baby have it.'' said **Ultimate Hypnotick**.  
**Terraspin** tapped the Omnitrix symbol and became **Toepick** and the cage on his **Toepick**'s opened up to reveal his face and just like that Erigor turned white with fear as a chain of sounds began: terrified screams, agonized wailing, roaring, unholy groans and wails, hissing, and deep demonic laughter started up as the cage opened.  
**Ultimate Hypnotick** stopped what he was doing as he held **Toepick** up to Aria.  
"Hello there.'' said **Toepick** as Aria turned white with fear and really started to let the tears flow like miniature water falls.  
"NO stay back, keep away no no no nooooo.'' said as Aria as he tried to run away but ran into a wall and blacked out the Giant then stopped moveing.  
**Ultimate Hypnotick** and **Toepick** both then turned back to Jase and Ben.

**Meanwhile with Makarov and Porlyusica**.

Porlyusica sighed as she watched Makarov start to stir. He slowly opened his eyes.  
"Porlyusica," he said.  
"I was beginning to wonder when you would finally wake up," the pink-haired woman said," I was close to just picking you up and shaking you around."  
"What about the others?" Makarov weakly asked.  
"They are currently trying to fight off a siege from Phantom Lord," Porlyusica answered. Makarov's eyes widened, before he tried to sit up.  
"I've got to go help," he said, only to let out a grunt and grab his side.  
"I am afraid I cannot let you go anywhere your magic is not fully back yet," Porlyusica said," If you go out and fight in this condition, there is no way you will prevail." Makarov grimaced.  
"But I can't let my children fight like this…."  
Porlyusica just gave Makarov a death glare.  
"I said No.'' said Porlyusica.  
"Yes madam.'' said a scared Makarov.

**With Ben and Jase.**

"Well that takes care of him.'' siad Ben.  
"Yes and now it's your turn.'' came a voice as Jase and Ben looked to see Orin, Malex and Gajeel.  
"Well now looks like you came back for another beating ha little fairy's.'' asked Malex.  
"This time you ain't leaving here alive.'' said Gajeel.  
"Are you ready to die.'' asked Orin.  
"Oh man not these maniacs again.'' thought Ben.  
"We are in for a real fight now.'' said Jase.

**Well that's it for please review. Sorry if somethings seemed rushed and stuff I just wanted to start on the next chapter as soon as possible. now next Chapter Ben vs Orin and Malex and Jase vs Gajeel who will win wait and see. till then this is myzor king of war signing out.**


	13. Chapter 13

Chapter 13.

**OK everyone here it is chapter 13 sorry for the wait. anyway on with the story.**

Ben and Jase stood before Orin, Malex and Gajeel.

"Man why did we have to go and run into them.'' asked Ben.

"Just our luck I guess.'' said Jase.

"Dibs on dog collar boy over there.'' said Gajeel.

"Fine then we will deal with the shorter one.'' said Orin.

"HEY.'' yelled both Ben and Jase both were offended by what was said about them.

"Get ready to die.'' said Malex.

"I think not, it's hero time.'' said Ben as he activated the Omnitrix, while Jase activated the Nemetrix.

With 2 bright flashes one red and one green there stood.

**Swampfire **and **Hypnotick**.

Orin and Malex both charged at **Swampfire **while Gajeel charged at **Hypnotick**.

"eat fist.'' yelled **Swampfire **as he threw a punch a both Orin and Malex who grabbed his arms and ripped them off.

"Ah man I hate when this happens.'' said **Swampfire **as he grew new arms only for Orin to kick him across the room.

"Time to squash a bug.'' said Gajeel as he charged at **Hypnotick **only for him to go intangible and Gajeel when right through him and into a wall.

"That was to close gonna have to go ultimate.'' said **Hypnotick **as he went **Ultimate Hypnotick**.

"So you wanna play that way ok, **Iron Dragon's Sword**.'' yelled Gajeel transformed his left arm into a large, jagged iron blade.

Gajeel clashed his blade againts one of **Ultimate Hypnotick **blades who then tried to slash Gajeel with the other only for Gajeel to turn his right arm into Iron and block it.

"Nice try but no go.'' said Gajeel as **Ultimate Hypnotick **kicked him across the room.

"I have not had a fight this fun in a long time.'' said Gajeel as he got up.

" **Iron Dragon's Roar**" yelled Gajeel as he let loose his attack **Ultimate Hypnotick **who went intangible after an explosion there was some smoke, Gajeel took advantage of this and charged at **Ultimate Hypnotick **and then kicked him in the chest.

He then jumped up and headbutted him up the chin.

Only for **Ultimate Hypnotick **to swat him aside.

"It is so on now sucker, it is on like donkey kong, get ready to be pwned.'' said **Ultimate Hypnotick**.

"Donkey what and get ready to be what.'' asked a confused Gajeel as **Ultimate Hypnotick **hit him with a sonic blast with his wings.

Gajeel was sent flying into a wall again this time he kicked off it and charged at **Ultimate Hypnotick**.

" **Iron Dragon's Roar**" yelled Gajeel as he let loose his attack **Ultimate Hypnotick **who went intangible and it went through him.

"Thank god I can go intangible.'' said **Ultimate Hypnotick.**

''**Iron Dragon's Sword**.'' yelled Gajeel transformed his left arm into a large, jagged iron blade.

He tried to take **Ultimate Hypnotick's ** head off but he went **Buglizard **and Gajeel went right over him and into another wall.

"Ha ya missed me.'' said **Buglizard.**

"You really are something else.'' said Gajeel. "I have not felt like this in a long time, you are really are as tough as they say beast king.'' said Gajeel as he got up from some rubble.

"Thanks your really tough yourself.'' said **Buglizard**.

Gajeel jumped into the air. ''**Iron Dragon's Club**.'' Yelled Gajeel as he turned his right leg into an iron club that shot at **Buglizard **who dodged it then sprayed out his yellow mist to give himself some cover.

"Trying to hide ha well it wont work.'' said Gajeel as he rushed in as there was a red flash.

Gajeel found himself stuck in one of **Mucilator's **sticky sacks who then started to hit him and then shoook him up a bit making him sick. then pulled him out and threw him to the ground.

"Give it up.'' said **Mucilator**.

"Not on your life.'' said Gajeel.

"Then you hace forced me to use **Ghostfreaks **predator **Corpse**.'' said **Mucilator **as he tapped the Nemetrix and in a bright red flash in his place stood a creature that had a body simalure to **Humungousaur** only twice the size and his skin was a sick yellowis orange, with a spike coming out each shoulder. he had five fingered clawed hands, two toed clawed feet an exposed spine leading to his long spine like tail with a bladed tip,his chest and abdamen lacked flesh revealing his ribcage. he had a snake skull like head with sharp fangs the Nemetrix around his neck, and he had red eyes.

Gajeel was frozen in place he had necer seen such a vile creature nor did he even think such a creature could exist.

**Corpse **then swung his right claw at Gajeel and sent him into a wall, then picked him up and slammed hin into the ground, then stepped on him picked him up and threw him into another wall.

Gajeel groaned as he got up. "OK let's see your new form handle this **Iron Dragon's Roar**" yelled Gajeel as he let loose his attack **Corpse **who went intangible and it went through him.

"What the fuck OK try this **Iron Dragon's Sword**.'' yelled Gajeel transformed his left arm into a large, jagged iron blade. He jumped and hit **corpse **in his left arm but to Gajeel's shock his blade was stuck in **Corpse **flesh.

"Now have a taste of true horror.'' said **Corpse **in FIENDISH voice as he grabbed Gajeel and **Corpse **ribcage opened and he placed Gajeel in it.

The smell of **Corpse **inside was so foul that Gajeel could bairly stand it as bits of stomic acid stared to fall on him burning him.

after a minute of extreme pain **Corpse **let Gajeel out who was covered in burn marks but still in one piece and still breathing.

**Corpse **then punched Gajeel into a wall and he blacked out.

**Corpse **then changed back to Jase.

"Man I hate going **Corpse **he always makes me feel evil.'' said Jase. As he looked at the defeated Gajeel.

"I hope Ben is Ok.'' said Jase.

"Can't you dudes play fair.'' asked **Swampfire **as Malex slashed his left arm off, only for **Swampfire **to regrow it and punch Malex in the head. As Orin punched **Swampfire **in his face.

"No one punches my cat.'' Yelled Orin.

"**Black Dragon Secret Technique, ** **Black Dragon Chaost fist .**!" said Orin as he started rapidly punching Swampfire then took his guns out and shot him full of holes.

"Even with regeneration this still friggen hurts.'' sadi **Swampfire **as he regenerated.

**Swampfire **slapped the Omnitrix and in his place stood **Humungousaur**.

**Humungousaur **tried to grab Orin who ducked under and went through the Gap between **Humungousaur's **legs then grabbed his tail and spun him around and tossed him at a wall.

Then kicked him in the gut as he tried to get up, then Orin jumped up and headbutted **Humungousaur **up his chin. Then grabbed him by his tail again and threw him to Malex.

"Remember me.'' said Malex as he punched **Humungousaur** in the face then uppercuted him, and then picccked him up spun him around and threw him at Orin who punched him in the face as Malex jumped up and elbo dropped him.

"OK new plan.'' said **Humungousaur** as he slapped the Omnitrix and then in his place stood **Echo-Echo.**

"Time to even it up.'' said **Echo-Echo** as he created some clones and hit Orin and Malex with several sonic screams.

"Give up yet.'' asked **Echo-Echo** as Orin took out his guns and started to shoot the clones till only one was left.

Malex then grabbed **Echo-Echo** and scrunched him up into a ball and kicked him to Orin who kicked him back. They used him like a succerball.

"This is humiliating.'' said **Echo-Echo** who used his sonic scream to help send him in another direction and when he hit the floor he changed back to Ben.

"Man they are tough.'' said Ben. He did not see Orin come up to him grab him and knee him in the gut.

"Duagh.'' groaned Ben as Orin stepped on him.

"Look at you your a wimp, while you might be tough when you change shape your a wimp as a human.'' said Orin as he punched Ben in the gut then threw him to Malex who kicked him to the ground.

"How you could beat anyone is beyomd me.'' said Malex as he kicked Ben as he tried to get up.

Ben coughed up some blood, as much as he hated to admit it they were right as a human he was weak and had no chance against them like this.

"I need a heavy hitter come on Omnitrix help me out here.'' said Ben.

He activated the Omnitrix and with that he slammed down on the dail a bright green flash filled the room and in his place stood **Atomix**.

Malex attacked and **Atomix **punched him in the gut and he blacked out.

"Sleep well Malex.'' said **Atomix **as Malex passed out as he did he shrunk into a black version of Happy with his cloths also shrinking to match his size he still ha the scar tho..

"Your in trouble now Orin Dragoon.'' said Atomix as he charged at Orin both sent a punch at one another both clashed with equel streangth.

They stayed like that for a while trying to push the other back til they both jumped back.

"Well now what's say we heat things up.'' said Orin as he started to gather power black and blue energy started to surround him him as did flames.

**"BLACK FLAME DRAGON MODE**.'' yelled Orin.

"Black what.'' asked **Atomix**.

"I gained the ability to do after eating some of the fire that pink haired idiot threw at me.'' said Orin.

"We dragon slayers can gain other dragon slayers powers by eating their elemental attacks and I have eaten both the flames of a fire dragon slayer and his dragon foster father.'' said Orin as he charged at **Atomix**.

''**Black Flame Dragon's Fist**.'' yelled Orin as he threw a punch covered in flames mixed with black and blue energy that cracked **Atomix **chest when it hit him.

''**Black Flame Dragon's Hard kick**'' yelled Orin as he delivered a kick with his foot covered in flames mixed with black and blue energy that hit **Atomix **in his left arm nearly breaking it.

''**Black Flame Dragon's Fist**.'' yelled Orin as he threw another punch, this time **Atomix **caught it.

Tho it did hurt his hand, he then threw Orin at a wall only for him to kick off it and fly back at **Atomix**.

''**Black Flame Dragon's Blazing Hammer**.'' Orin Yelled as flames mixed with black and blue energy engulfed both his fist and forearm and he sent a devastating blow at **Atomix**.

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" chanted **Atomix **as he sent a green ball of energy at Orin's attack only for him to shatter it and charged at **Atomix **and knock him for a loop.

"You are very powerful Orin Dragoon looks like I need to use more power.'' said **Atomix **as he got ready to keep fighting.

"I think I'll do the same.'' said Orin as his body became covered in black scales with blue markings his hands became claws, he grew to wings out of his back as his coat fell off, and a tail grew between his wings, his teeth became fangs.

"DRAGON FORCE.'' Yelled Orin as Flames and Black and blue energy surrounded him.

Both flew at one another and started to punch each other each doing major damage.

Orin took out both his guns and started to channel his power into them.

Atomix started to gather power to.

"HAA-MEE-NA HAA-MEE-NA HAA-MEE-NA-HA!" chanted **Atomix **as he channelled his power into a green ball of energy.

''**Black Flame Triple Dragon's Roar**.'' Orin Yelled

he fired a white energy beam mixed with flames and black and blue energy from his mouth and both of his guns at **Atomix**.

**Atomix **Sent his attack at Orin's the 2 tried to push the other back till there was an explosion that wrecked a great bit of the haul.

the blast knocked them both out as **Atomix **changed back to Ben.

"Ben Ben wake up.'' said Jase as he got to Ben and tried to wake him up.

"Hey did I win.'' asked Ben.

"From the looks of things it was a draw.'' said Jase.

"That it was.'' came a evil voice.

The two boys looked to see Jose.

"I must say I'm impressed at what you to did.'' said Jose. ''Tho I have to wonder why you and Orin both held back when you two fought.'' said Jose knowing Ben and Orin both held back not wanting to kill anyone the did not want to.

From some rubble came Malex as he rushed over to Orin who awakened a bit before Ben.

"I must thank you Orin and Malex and Gajeel.'' said Jose. "Now I can kill theses two my self.'' said Jose.

"Think again asswipe.'' said Jase as he and Ben got up.

"We aint done for yet.'' said Ben.

"In a few seconds you will be.'' said Jose.

**''Dead Wave.'' **said Jose as he extended his right arm sideways then pointed it forward as a large beam fired from a Magic Seal.

Jase tapped the Nemetrix and changed into a Elephant made out of crystal the same color as **Diamondhead** he had 4 tusk that were a light blue red eyes 3 toed feet with light blue toes he was the same size as a normal elephant he also had 2 spikes on his back like Diamondhead's.

He took the blast and when the smoke from the explosion cleared Jase was unharmed.

"Say hello to **Petropian** **Pachyderm**.'' said **Petropian** **Pachyderm**.

''**Diamonhead**'s predator good call.'' said Ben. As he activated the Omnitrix and went **Articguana.**

**"****Dark Pulse**." Yelled Jose as he moved his hand in an arc before him, engulfing an area in an explosion following the same pattern as his hand

When the smoke cleared Jose saw that **Petropian** **Pachyderm** had protected himself and **Articguana**.

"That was uncool so take this ya fool.'' said **Articguana** as he unleashed his freezing breath that froze Jose in seconds.

**Petropian** **Pachyderm** then charged at Jose breaking the ice and sending Jose wall then **Petropian** **Pachyderm**'s toes became crystal spikes which he fired at Jose.

"Aaaaaahhhhh.'' screamed Jose as he was hit with the spikes.

"Let's see you handle this.'' said Jose as he got ready to attack again.

''Dark Beam.'' yelled Jose as he started to shoot bullet-esque beams of Darkness Magic from both his hands.

**Petropian** **Pachyderm** just took it like it was nothing.

"Hey let me have some of the fun.'' said **Articguana** as he slapped the omnitrix symbol and went **Gutrot**.

''Try a little **Sulphur Dioxide **ya jerk.'' said **Gutrot** as he sent some of said gas at Jose.

"Aaaahhhh my eyes, my eyes, they burn.'' cried Jose as **Petropian** **Pachyderm** sent him into a wall with his trunk.

"You look like you could use a good laugh here is some **Nitrous Oxide**.'' said **Gutrot** as he sent out some of said gas at Jose who then started to laugh like crazy.

"What hahaha did you hahahaha do to hahahaha me.'' asked Jose while laughing.

''I hit you with some **Nitrous Oxide** more commonly known as laughing gas.'' said **Gutrot**.

**Gutrot** then went** Snare-oh** then stretched his fingers out wrapped them around Jose and sent him at **Petropian** **Pachyderm** who's tusk glowed and a ball of energy formed between them and shot a beam at Jose and sent him into a wall.

**Snare-oh** then went **Blitzwolfer** and hit Jose with a sonic scream. Then went **Frankenstrike** and hit him with a electric blast.

**Petropian** **Pachyderm** went **Tyrannopede** and stepped on Jose a few times. Then went **Vicetopus** and wrapped a tentacle around Jose and threw him a few feet.

**Vicetopus** and **Frankenstrike** then changed back to Ben and Jase as Jose came back to keep fighting.

"This is far from over.'' said Jose who was in a lot of pain and barley staying on his feet.

Jase tapped the Nemetrix and went **Root shark** and then went **Ultimate ****Root shark**.

Ben dialed up the Omnitrix and went **Toepick**.

Jose charged at them as the metallic cage on his **Toepick's** opened up to reveal his face and just like that Jose turned white with fear as a chain of sounds began: terrified screams, agonized wailing, roaring, unholy groans and wails, hissing, and deep demonic laughter started up as the cage opened.

As Jose was just inches away from **Toepick **he stopped frozen with fear.

"Hello there.'' said **Toepick **Waving at Jose who turned white with fear.

**Ultimate ****Root shark **wrapped his tail around Jose and brought him to Toepick.

"What's wrong are you afraid of old **Toepick**.'' asked **Toepick**.

"Aaaaaaauuuuuuuuuhhhhhhhh.'' Yelled Jose as he was unable to do anything but look at Toepick till **Ultimate ****Root shark **slammed him into the floor several times knocking him out.

**Ultimate ****Root shark **and **Toepick **changed back into Jase and Ben.

"Looks like it is over.'' said Ben.

"Oh no it is not.'' came Aria's voice as he appeared before the boys only to be knocked down and out by a giant fist as Jase and Ben looked to see Master Makarov.

"well looks like I mist the fun.'' said Makarov.

"Master said Ben and Jase as the walked over to him.

"I must say I'm impressed you two boys did what you did you just took down a wizard saint.'' said Makarov.

"Yeah we know.'' said Ben.

Outside the phantoms vanished as Fairy tail's mages looked on to see Ben, Jase and Makarov with a beaten Jose.

"We won.'' Yelled Alzack as the other started to cheer.

Makaroc tossed Jose to Aria.

"Take him and leave and never show yourselves to me again.'' said Makarov.

Aria did just that. and left.

Makarov made himself as big as **Humungousaur ** and picked up both Ben and Jase up and put them on each on one of his shoulders as he jumped down.

Everyone came to great them. All happy it was now over

"Let's hear it for our 2 heroes.'' said makarov.

the whole guild cheered for their victory.

While that went on Orin and Malex snuck off.

On a cliff outside the town stood Hex.

"Well know seems like Phantom lord failed, oh well now is still a good time to strike, tho I think I will wait a bit more till then.'' said Hex as he left.

**Well that's if or now hope you all enjoyed it sorry if it was a bit short and all I try to make them as long as I can also I will try to put in as many of Ben's aliens as possible so please wait and see till next time review and this is Myzor king of war signing out.**


	14. Chapter 14

Chapter 14.

Two weeks had passed since Phantom Lord was defeated. After that everyone gathered around the Guild Hall which was wrecked during the fight, Ben and Jase offered to repair it again. However, Makarov said while he appreciated the offer, he then said that it was 'time for a change'.

Almost immediately they all started to work on building a new Guild Hall. The Rune Knights the army of the Magic Council, showed up Makarov knew they would show up eventually.

The Rune Knights gathered up and then questioned everyone in the guild' however, the ones they questioned the most and the longest were Jase Lee and Ben Tennyson. The Knights had heard reports of a giant dragon like creature battling against Phantom Lord's headquarters. In addition, to that they knew nothing about Ben, Or Jase just that they were both new members of the Guild and that they were powerful Take-Over mages.

Makarov told both Jase Ben that it would be best if they not to lie to the Knights, but they should try to stretch the truth a bit. With that in mind, Ben and Jase told the Rune Knights what they wanted, only not the complete truth.

After, a week of interrogation, Fairy Tail was called to, the headquarters of the Magic Council, to await trial.

Fortunately, Phantom Lord was dimmed guilty and then disbanded, Master Jose was stripped of his rank as one of the Ten Wizard Saints.

A day after their trial, they got back to work on constructing the new Guild Hall. However, for Team Natsu, something else came up Lucy had suddenly disappeared. When Ben, Jase, Natsu, Gray, Erza and Happy went to check on Lucy, they discovered a note, saying, she had gone home.

They quickly went after her. Lucy was their friend to find out why she left.

When they finally arrived at Lucy's father estate, they found Lucy visiting the grave of her mother, who had passed away years ago. Lucy then told them that she only came back home to tell her father to never mess with Fairy Tail ever again, or he would be sorry. They then returned to Magnolia.

A day later, they were aiding everyone else in constructing the new guild hall.

"Man this is taking forever.'' said Natsu.

"Stop your wining flame brain.'' said Gray.

"WHAT YOU'D CALL ME?!" Natsu yelled his anger as flames shrouded his body.

"You got a problem?" Gray asked, getting in Natsu's face as icy energy covered his fists.

"Yeah I gotta problem with that face of yours!" Natsu remarked.

"They're at it again, huh." said Lucy.

"Aye," Happy muffled through a fish in his mouth.

Ben slammed down the dial, a green flash consumed his body. And he went **Kickin' Hawk **and drop kicked them into the ground.

Hiding behind a stone wall, was Juvia as she ogled Gray."Oh Gray my love! I wish I could be beside you.!"

Jase who went ** Ultimate Crabdozer **carried some lumber to Makarov, who had increased his height to at least thirty feet. He was wearing a construction outfit. He was putting together the wooden infrastructure of the building, and instead of using a hammer, he used his fists. When **Ultimate Crabdozer **dropped of the timber close to Makarov, Makarov looked at **Ultimate Crabdozer **and smiled.

"Thank you, Jase.'' Said Makarov.

An hour later, Master Makarov left for home to take care of some paperwork for the Magic Council, leaving Ben and Jase assembled the framework with ease. After building a few sections of the frame, Ben and Jase started to get a little hungry.

They transformed back and met up with Natsu, Lucy, Gray, and Happy for lunch. Ben Lucy and Jase sat on wooden crates while Gray sat on the ground. Natsu and Happy stood by.

"Man, I'm starving." Gray mumbled.

"Me too," Ben agreed, putting a hand over his growling stomach. "I could really go for some chili fries."

"I hear that I could go for some pizza.'' said Jase.

Natsu, Lucy, Gray, and Happy looked at them totaly puzzled.

"Huh," they said in unison.

Ben and Jase both turned to them. It was then they remembered that this world didn't have , such things as smoothies and chili fries.

"Oh sorry forgot you don't have them here, they are types of food were me and Jase are from.'' said Ben.

"Are they any good asked.'' Natsu.

"Oh yeah millions of people were we are are from love them.'' said Jase.

"Chili fries are cooked potato slices with chili sauce over them." said Ben.

"Pizza is a type of pastry that is been made almost as flat s a disk and has been covered with many different types of other food like meat cheese fish vegies and or combos of them.'' said Jase.

Gray blinked. "Never heard of anything like that before,"

"Sounds really tasty though," Natsu added, a thin line of drool falling from his mouth.

"Aye," Happy agreed.

Their conversation was interrupted when a loud noise echoed through the area and they looked up to see Laxus arguing with Erza.

"Pathetic, to think that Phantom Lord could do all this to you all." Laxus said with a grin on his face.

"This is no laughing matter Laxus you idiot.'' Yelled Erza.

"What did you say.'' said Laxus as he punched Erza in the stomach knocking the wind out of her and shocking the other members of the guild as Laxus kicked Erza then began to humiliate most, if not every member of the guild until Laxus turned to face Jase as he stood up walking towards him. " Did I say something to piss you off?"

"You don't have a right to lecture us what happened if anyone here is pathetic, then it is you Laxus!"

Jase comment surprised everyone present as Laxus glared angrily at him and his body began to spark with lightning. "What did you just say to me?" He growled out as lightning started to come from his body.

Fairy tails mages began to take a few steps back as Laxus and Jase got ready to fight.

''Thunder Bullets.'' Laxus said as he created a sphere of lightning around his right hand. from which a barrage of small, yet destructive lightning orbs is fired towards Jase who went **Vicetopus **and took the attacks head on and there was an explosion.

"Jase.'' Yelled Erza, Cana, Ben, Lucy, Gray and Natsu.

The rest of the guild was speechless. Had Laxus killed Jase

As the smoke started to clear a tentacle reatched out and grabbed Laxus and shocked the others Jase survived.

"Hello dumbass.'' said **Vicetopus **as he started to slam Laxus against the ground over and over then tossed him.

''**Lightning Storm**.'' Said Laxus placing his hands before him a few inches away one from the other, his palms open, Laxus can generated a sphere of electricity in the space between them, which rapidly grows larger in size. It then sent out lightning bolts of various size at **Vicetopus ** who took it without any harm done to him.

"WHAT THE HELL.'' yelled Laxus.

"That all you got ya pussy.'' said **Vicetopus**. "**Vicetopus **skin is immune to electrical attacks.''

**Vicetopus **then whacked Laxus in the face with a tentacle.

"I'm gonna kill you.'' yelled Laxus as he charged at **Vicetopus **who then went **Mucilator **and Laxus got caught in one of **Mucilator** 's sticky sacks. **Mucilator** then started to hit Laxus while he was trapped then shook him up a bit making him sick. He then pulled Laxus out and threw him into the ground.

Laxus got up just as **Mucilator** went **Hypnotick **then **Ultimate Hypnotick **who used his hypnotic powers on Laxus who stopped in his tracks as he got a happy face on and **Hypnotick **stepped on him and held one of his blades to Laxus neck.

"You lose.'' said **Ultimate Hypnotick**.

The whole guild was shocked that Jase had beat Laxus the 3rd strongest member in the guild.

"I-I-I give up.'' said Laxus as **Ultimate Hypnotick **changed back to **Hypnotick **then Jase.

As Jase walked back to the others, Laxus got up and got ready to strike.

"Jase look out.'' Yelled Cana as she threw some explosive cards at Laxus.

Laxus gave Cana a death glear. ''YOU **Lightning Storm**.'' yelled Laxus, as he hit Cana with said attack.

The whole guild was shocked at what Laxus just did.

"You should not have done that cause now you've made me angry, and when I get angry people mainly ones like you always get badly hurt.'' said Jase as he activated the Nemetrix and went **Corpse**.

Everyone minus Ben was shocked when they saw Jase change into **Corpse**, to them it was like he turned into a creation of Zeraf.

**Corpse **then swung his left claw at Laxus sending him flying a few feet, Laxus got up and rushed at **Corpse **who went intangable and Laxus went right through him shocking the others.

"What in the.'' said Laxus as **Corpse **stepped on him then kicked him.

"HAHAHAHAHAHA.'' laughed **Corpse **in a fiendish voice sending chills down everyone's spines. "What it is, is intangibility meaning you cant hurt me but I can hurt you.'' said **Corpse **as he stepped on Laxus then picked him up jumped up and threw him into the ground then started to jump and step on him.

"Having fun are we little flesh slug.'' said **Corpse**. As he picked Laxus up tossed him up into the air then swatted him to the ground.

Laxus tried to get up as he did **Corpse **exsposed rib cage opened up and his entrails reatched out like tentacles wrapping around Laxus and pulled him in.

"Now feel some real fear and pain.'' said **Corpse **as drops of his stomach acid dripped on Laxus who was unable to move do to the fowl smell of **Corpse **insides.

**Corpse **soon let Laxus out then punched him again knocking him down.

**Corpse **then changed into **Killtime **who used his powers to heal Cana then Erza then the others and then healed half of Laxus injuries but still left him a bit to weak to do much else.

Cana looked up and smiled at **Killtime **thankful for his help.

"YOU no one humiliates me like that said Laxus.

''**Lightning Punch**.'' Laxus as he enveloped his right hand in an orb of lightning and then tried to punch **Killtime **who tried to shield Cana only for Ben to go **NRG **and step and and block Laxus attack with his armor.

**NRG **then grabbed both Laxus wrist. His hands then started to glow red as he burned Laxus arms.

"NO NOOOO stop aaaaahhh stop ah.'' said Laxus as **NRG **did just that and punched Laxus in the stomach then karate chopped him in the neck.

**NRG **then steped on Laxus head. "Now you are going to listen here blondy try anything like that again and you might not live to regret it I don't care if you are Makarov's grandson I don't care if I get kicked out of the guild. Attack my friend like that again and I just might literully kill you and I don't mien kick your worthless ass till you are a bloody pulp, I mien I will straight up end your life.'' said **NRG **as he slapped the Omnitrix symbol and went **Eye Guy**.

"peek a boo **Eye Guy** sees you.'' said **Eye Guy** as he Laxus with several eyebeams then fused a few of them together and hit both of Laxus hands with a freeze beam.

Laxus shattered the ice and charged at **Eye Guy** who slapped the Omnitrix symbol and went **Nanomech**.

"What in the.'' said a Shocked Laxus the others mouth's hit the ground at seeing Ben turn into such a small creature.

"Try this jerk.'' said **Nanomech** as he blasted Laxus right in the face.

"Ah my face.'' yelled Laxus in pain.

"You think your face hurts, just wait till you feel the rest of you, said **Nanomech** as he then flew up and slapped the Omnitrix symbol and went **Cannonbolt** and curled up into a ball and landed on Laxus.

He rolled off of him then slapped the Omnitrix symbol and went **Wildvine** and stretched his arms out and brought Laxus to him and slapped the Omnitrix symbol went **Four arms**.

He used his upper arms to lift Laxus up.

"Also like Jase said.'' said **Four arms**. ''You don't have a right to lecture us what happened, at least we were here fighting were weer you no doubt hiding to scared to fight if anyone bad mouths our guild it will be your fault for not helping us when we needed.'' said **Four arms**.

"Because what right would you have to lecture anyone on anything when you stood aside and did nothing.'' said **Four arms **as he used his lower arms to punch Laxus in his stomach over and over then placed him on his feet then sent him into a wall with a punch.

"Remember this defeat this humiliation and that you can never beat me or Jase.'' said **Four arms**.

"You think I'm gonna let you and your buddy get away with this.' said Laxus as **Foaur arms **then went **Toepick**.

Lucy, Gray, Natsu, Happy, Erza and Cana all got scared at seeing **Toepick **while the other were confused by this.

As Laxus charged at **Toepick **the metallic cage on his **Toepick's** opened up to reveal his face and just like that Laxus turned white with fear as a chain of sounds began: terrified screams, agonized wailing, roaring, unholy groans and wails, hissing, and deep demonic laughter started up as the cage opened.

Laxus stopped dead in his tracks as his hair and the rest of him turned white with fear.

**Toepick **walked right up to Laxus and said one word.

"BOO,'' said **Toepick **as Laxus screamed like a baby and turned tail and ran off.

**Some time later**

Cana was resting and sleeping.

"Man I cant believe you to beat Laxus.'' said Gray.

"Yeah well he deserved it.'' said Ben.

"Don't you think you over did it tho.'' asked Lucy.

"No Laxus got what was coming.'' came Erza's voice.

"Tho I do feel you were a bit to quick to rush into things Jase, what you did while brave was reckless.'' said Erza.

"I know but I just did what I felt needed to be done.'' said Jase who was cut off when Erza grabbed him and pulled him in and kissed him deep on the lips.

The Jaws of the others dropped to the ground.

At first Jase was onshore of what to do he tried to resist but it was to good and he gave in, he wrapped his arms around her, and deepened the kiss as he and Erza slipped their tongues in as both their tongues wrestled for control.

They went at it till they needed to breath.

"That is for defending me and the others and healing us.'' said Erza.

Mirajane then came up to tell them that the request board was now open again.

"What's say we go and do a job.'' said Natsu.

"Aye sir.'' sias Happy.

"Might as well.'' said Gray.

"Yeah I need the money.'' said Lucy.

"Sounds like a great idea.'' said Erza.

"I'll go to.'' said Cana as she got up.

"Count me in.'' said Ben.

"Yeah I'll go to.'' said jase.

They soon found a request to beat up some dark guild and the reword was 15000 jewels.

they took it and left.

Somewhere near the town.

Laxus was fuming he could not believe he an S-class wizard beating by to Take-over mages like he was a weak baby not to mention one of them made him cream like a baby and run off.

"I'll get them I'll kill them they will not live to regreat this.'' yelled laxus.

"I believe I might be able to help you with that.'' came a voice.

Laxus turned to Hex.

"Who are you.'' asked Laxus.

"Someone who like you wishes to see the end of those two who humiliated you.'' said Hex.

"How can you help me.'' asked Laxus.

"easy all you need do is trust me and leave everything up to me and I promise you this you will make them both suffer beyond anything you could imagine.'' said Hex smiling evilly.

"Then OK I accept your help.'' said Laxus.

"Well then we have a deal.'' said Hex as he held his hand out and Laxus shook it and when he did Hex used the hand he was shaking Laxus with to place a charm on Laxus palm.

"What is this.'' asked Laxus as the charm painfully imbedded it's self in Laxus hand, he felt a instant surge of power.

"It is what you wanted but you must first master it's power.'' said Hex.

"And it also dose so much more.'' though Hex who kept the fact that it also allowed him to now control Laxus a secret.

**Well that's it for now please review and sorry if it's a bit short I troed to make it longer and all.**

** what dose Hex have planned for Jase and Ben wait and see and find out and soon we will find out about Loki's past and also soon Fairy tail will gain some new members. Also who do you want Jase to be paired up with Cana or Erza or both I originally planned for him to be paired up with Cana cause I was planning on using that when Ben and Jase got a chance to go home also I'm thinking of adding Ester in let me know what you think.**

**Till next time this is Myzor king of war signing out.**


	15. Chapter 15

Chapter 15.

**I would like to state I'm good for alien and predator ideas for now and can anyone please review chapter 14. I re-watched a few episodes for ideas for this chapter. Anyway on with the story.**

Ben, Jase, Natsu, Erza, Cana, Gray, Lucy and Happy were at hideout of the dark guild on the job request.

"Well that's the last of them.'' said **Ultimate Crabdozer **as he punched some members out cold.

"Good work everyone.'' said Erza.

"This ended well.'' said Lucy glad they did not destroy anything they would get in trouble.

"It's over, I wanna fight more.'' said Natsu.

"Can it hothead.'' said Gray,

"What you say Ice face,'' said Natsu as he and Gray got read to fight.

**Four arms **came in and punched them both on the head knocking them out.

"We cant take you meat heads anywhere.'' said **Four arms**.

"I'll say I need a drink.'' said Cana.

"We can get one when we get back.'' said **Ultimate Crabdozer**.

As thye talked they did not know that they were being watched well Gray was being watched by Juvia.

**Some time later **

Our heroes collected their pay and were heading home.

"Hey is that Loke over there.'' asked Happy.

The others looked to see Loke who had some bruises and holding his ribs.

"Hey Loke.'' called out Natsu as they all went up to him.

"Hey guys.'' said Loke.

"What happened to you.'' asked Jase.

"Remember Orin and Malex from Phantom lord.'' said Loke.

"Yeah why.''asked Ben.

"Well I was walking back from a succeful job and I hurd the sound of what seemed to be a fight.'' Said Loke. "And when I got there Orin and Malex were there, and they were going on about someone they were fighting running away from them before it was over.'' said Loke.

"Who were they fighting.'' said Lucy.

Loke looked at Natsu. "Natsu the one they were fighting was Igneel.'' said Loke.

"What Igneel were.'' Asked Natsu.

"There but I doubt he is there now.'' Before Loke could finish Natsu took off.

"OK so what did any of that have to do with you being like you are now.'' asked gray.

"Well they were mad and I mad them madder and they took their anger out on me.'' Said Loke. "I barley escaped with my life.''

"And now Natsu is gone off to look for Igneel and to fight Orin and Malex again.'' said Ben.

Suddenly there was an explosion and they saw something go up into the air and it landed a few feet from them.

"What was that.'' said Erza.

"It looked like Natsu.'' said Happy.

And it was Natsu who just barley got back up.

"What happened to you.''' asked Lucy.

"I'd say Natsu ran into Orin and malex and got his ass kicked by them again.'' said Ben.

"Igneel was there I smelt his sent.'' said Natsu.

"How did they find him anyway.'' asked Jase.

"Who knows tho he did say he has found and fought Igneel many times and he always left the fight before it was over.'' said Ben.

"Alright we need to get them to join our guild.'' said Natsu.

"What have you fried what little brains you have.'' said Gray.

"No he just wants their help in finding Igneel.'' said Jase.

"Hey were did Loke go.'' said Happy.

"Huh I don't know.'' said Cana.

"I think he left to avoid Lucy.'' said Happy.

"Hey.'' Yelled Lucy.

"Yeah I mien he seems to avoid you like crazy.'' said Gray.

"It's not my fault he's crazy.'' said Lucy.

**With Loke**

Loke was gasping for air while siting under a tree he picked a flower up and in a few seconds it withered and died.

**with the others.**

They were talking about what to do next when Lucy suggested they go to a spa for some rest. As luck would have it they were near a village called Hosenka village, also known as spa town.

Lucy was in a spa with Can and Erza.

"I wonder why Loke is afraid to be near me.'' asked Lucy.

"Who knows.'' said Erza.

"Maybe he just dose not like you.'' said Cana.

"thanks for that.'' said a sarcastic Lucy.

They then herd the door on the other side of the wall that separated the bath they were in with the bath the boys were sharing.

"No one is here sweet.'' came Jase voice as he got in.

"Are you thinking what I'm thinking.'' asked Erza looking at Cana.

"Oh yeah.'' said Cana.

"What are you talking about.'' asked Lucy as Erza and Cana jumped over the wall and into the spa Jase was in.

"What the hell.'' Came Jase voice.

"Come to Cana.'' came Cana's voice.

"Hands off I was in first.' came Erza's voice.

there was some crashes and splashes.

"Poor Jase.'' said Lucy.

**Some time later **

"Alright let's get this party started.'' said Natsu as he came in with two pillows.

"Would you keep it down.'' said Gray. "I'm trying to sleep.''

"It's a sleep over that miens bust out your pillows or are you scared.'' said Natsu.

"Of you in your dreams.'' said Gray.

"Room for two more.'' Said Erza as she and Lucy walked in.

"Alright here we go.'' said Natsu as the pillow fight started.

While that was going on Ben and Jase were heading to their rooms.

"It never ends with them..' said Jase.

"Yeah but that is what makes them so much fun.'' said Ben.

"well I'm going to bed catch ya in the morning.'' said Jase as he got iin his room.

"Yeah later man.'' said Ben as he did the same.

As Jase laid down he felt someone else was there he rolled over so see Cana.

"What the Cana what are you doing here.'' asked Jase.

"The noise the others were making was to lowed my room is right next to the one they are in so I thought I'd come in here.'' said Cana getting real close to Jase as he robe losend.

"Have you been drinking.'' asked Jase.

"Your way to intense you need to relax a bit.'' said Cana as she stood up and her robe fell down.

"I'm worried about you Jase.'' said Cana as Jase blushed a deep red and then smiled.

With Lucy.

She and Plue were walking down the street having left the battle royal.

"Sometimes I wonder if any of them are even human.'' asked Lucy.

She then saw Loke dragging two guys by their shirts.

"Loke what are you doing.''' asked Lucy.

"Huh Lucy I was just taking these guys to be handed in for a reward that's on their heads, their renegade wizards that have been targeting young women that have been walking around town.'' said Loke.

"I better get them turned in before they wake up.'' said Loke.

"Wait.'' said Lucy.

"Yeah.'' said Loke.

"How about you and I go out together.'' said Lucy.

Loke was left speechless.

**Some time later **

they were at an eatery and Loke was siting a few chairs away from Lucy.

"You don't have to sit so far away you know.'' said Lucy as she sat closer to him.

"Huh oh sorry.'' said Loke.

"Is it true you have a bad history with celestial wizzards.'' asked Lucy.

"Kinda.'' said Loke.

"OK but don't judge me just cause I am one.'' said Lucy.

"I know sorry.'' said Loke.

"What is wrong with you.'' asked Lucy.

"Well the truth is I don't have long to live.'' said Loke which left Lucy speechless.

"You what what's that suppose to mien.'' asked Lucy.

"Just kidding you should have seen your face.'' said Loke as Lucy slapped Him.

"You jerk I believed you Plue we are leaving.'' said Lucy as she grabbed Plue and left.

"I'm sorry Lucy but I don't want to drag you or any of the others into this.'' said Loke.

**The next day back at the guild.**

Gray and Natsu were arguing over who won the pillow fight.

They then asked a pissed off Lucy who wone the pillow fight and she told them put a suck in it and they both got scared and left.

"You OK you seem to be in a bad mood.'' said Happy.

"Yeah so what.'' asked Lucy. "Look I'm sorry I just have a lot on my mind right now.'' said Lucy.

"Ok hey you can always talke= to me.'' said Happy.

"I'll pass thanks anyway tho.'' siad Lucy not knowing Loke was watching her.

"This is my fault.'' said Loke as he looked at one of his hands as it faded back and forth.

"My times almost up.'' He said as he then saw a few women he was dating talking to Mirajane.

They were asking Mirajane tons of questions getting her nerves till she asked Lucy for help.

The girls then turned on Lucy thinking she was why Loke ditched them and she ran off in fear,

**Some time later **

Lucy was exiting a bath house she was visiting and as she did she noticed Loke walking up behind her.

"Loke.'' said Lucy.

"Try this it really hits the spot after a bath.'' said Loke handing Lucy a drink.

Oh Flavored milk thank you.'' said Lucy as she took it and drank it.

"Though I'd have one with you.'' said Loke.

"Just so you Know I had a rough day cause of you. And your fan club.'' said Lucy.

"Lets put that behind us.'' said Loke. "Here's to you beautiful eye cheers.'' said Loke as they drank up.

"Good stuff.'' said Lucy.

"No kidding.'' said Loke.

"The sky shore is pretty ha.'' asked Lucy.

"Yeah.'' said Loke as they saw a shooting star.

"Hey a shooting star it sounds silly but I always wonder were those stars end up.'' said Lucy.

"I kinda feel sorry for them, just think once they fall from the sky they can never return to heaven.'' said Loke. "Isn't that sad.''

"Thats another of your sappy pick up lines isn't it.'' said Lucy. "I cant believe I let you fool me twice.''

"Huh saw right through me.'' said Loke.

"Can't you go 5 minutes without trying to pick up a girl.'' asked Lucy.

"I know I can be a pain at times but I'm glad we got to talk again goodbye.'' said Loke as he turned to leave.

**Some time later **

Lucy was in her room with Happy as she took out one of her silver keys.

"**Open Gate Of the Southern Cross Crux**.'' said Lucy as she summoned a spirit

he was an aged celestial spirit. His head was a giant, metal cross with floral-like golden patterns. He had a white-haired mustache sprouting from his nostrils that also appears like tiny crosses. Oftentimes, he closes his eyes however, he will eventually open these if he found his objective. He was wearing a medieval-like outfit, complete with green pants and wooden pointed shoes. His arms and legs are skinny, and appears to be tanned orange. On his arms are blue-colored knots attached to his wrists and elbows.

"So this guy is another of your spirit.'' asked Happy.

"yep he can tell you anything about celestial spirits and which wizards have come in contact with them andm uch more.'' said Lucy. "Can you tell me if Loke has been in contact with any Celestial wizards.'' asked Lucy as Crux went to sleep.

"O don't think he herd you.'' said Happy.

"No that's just what he dose when he searches for info.'' said Lucy as Crux then woke up.

"So did you find any info.'' asked Lucy.

"Yes but I'm sorry much of it is classified, but i can tell you Loke once knew a celestial wizard known as Karen Lilica.'' said Crux.

"Karen Lilica." said Lucy.

"You know her.'' asked Happy.

"She was supper famous a few years back and was in sorcerer weekly but she died on a job her master told her not to take.''

"So she was in a guild like us.'' asked Happy.

"If I remember right she was a member of blue Pegasus.'' said Lucy. "What was her and Loke's relationship.'' asked Lucy.

"I'm sorry but that is all I can say in the matter.'' said Crux.

"What come on.'' said Lucy.

"I'm sorry but I can not tell you anymore.'' said Crux.

"OK but can you tell me if you know anything about someone called ben Tennyson.'' asked Lucy as Crux eyes shot open.

"The Ben Tennyson as in Ben 10.'' asked Crus.

"Yeah you know of him.'' asked Lucy.

"People on many worlds know of him including the celestial spirit world.'' said Crux "Ben 10 the hero who is one of two people ever to face and defeated _Diagon the Destroyer_.'' said Crux.

"_Diagon the Destroyer_ who was that." asked a scared Lucy.

"_Diagon the Destroyer_ was an evil monster who roamed from universe to universe conquering them till he was defeated by a knight called sir George and many 1000's of years later he was defeated and sealed up by Ben 10.'' said Crux.

"Just how powerful was this _Diagon the Destroyer._" asked Lucy.

"Very powerful even the king of the celestial spirit world feared him.'' said Crux. "Now I must go.'' said Crux as he returned home.

Lucy then got to thinking of everything she just lerned then got a shocked look on her face.

"Cant be.'' said Lucy.

Gray then burst in along With Ben and Jase.

"Lucy bad news Loke just quiet fairy tail and left.'' said Gray.

"Did he say why.'' asked Lucy.

"No we don't have a clue everyone is out looking for him now.'' said Gray as he went to serch.

Come on Lucy we will help you look.'' said Ben as they left.

everyone was looking for Loke who was in front of a grave with Karen Lilica written on it.

Lucy, Jase and Ben found Loke in front of the grave.

"There you are.'' said Lucy.

"Man do you know what you have put us all through everyone is looking for you.'' said Ben.

"Lucy, Ben, Jase.'' said Loke.

"Hey is that the grave of that Karen girl.'' asked Ben who Lucy had told everything along with Jase to as they were getting there.

"She was a great celestial wizard and she had a contact with you right.'' asked Lucy.

"The spirit Loke wait that's not really your name is it your names Leo the lion.'' said Lucy.

"OK my mind is officially blown.'' said Ben.

"Like wise here dude.'' said Jase.

"well I wont lie about it but how did you find out.'' asked Loke.

"I'm a celestial wizard to remember it was not hard to dig up the truth.'' said Lucy.

"You should have told me, when a celestial wizard dies the contracts with their spirits is terminated and the spirits are returned to the celestial spirit world till a new contract is made. But why are you still here I mien celestial spirits can't stay in this world long or it saps their strength and they die.'' said Lucy.

"There is a massive sad story involved in this isn't there.'' asked Ben who was trying to understand all this.

"Yes you are both right I have been in this world for 3 years.'' said Loke.

"3 years I didn't think even one was possible.'' said Lucy.

"Yeah amazing ha but I cant do it much longer.'' said Loke.

"Hold on there has to be a way to save you.''' said Lucy.

"Cant you just go back home.'' asked Jase.

"I can't and you should not even try.'' said Loke.

''But you'll die if you don't go back.'' said Lucy.

"I can't go back I broke a big time law and now I have to pay the price for it.'' said Loke.

"What law was that.'' asked Ben.

"Yeah what.'' asked Jase.

"I caused the death of Karen Lilica.'' said Loke.

Jase, Ben and Lucy were shocked and speechless.

**Well that's it for now and you will not believe what will happen between Ben and the King of the celestial spirit world. and I am planning on pairing Orin with Lisanna when she is brought back from Edoles and Gajeel is gonna be paired up with Levy if any of you are wondering yes Jase and Cana did have sex sorry I could not resist it.**

**Any way to find out what happened next you will have to wait and see.**

**Till then this is Myzor king of war signing out.**


	16. Chapter 16

Chapter 16.

**Here it is Chapter 16 I re-watched a few episodes to help in making this chapter and can someone review the other chapters I put up. anyway on with the story.**

"What do you mien you caused Karen's death.'' asked Lucy.

"It was 3 years ago.'' said Loke as he told them how he was once in a contract with Karen along side another spirit Aries.

"Karen treated us cruelly she used and abused Aries till I had had enough.'' said Leo.

"what did you do.'' asked Ben.

**Flashback.**

Karen had hit Aries thinking she had rated her out to the guild master of blue Pegasus who had got mad at her for her rotten treatment of her spirits.

"How dare you tell on me to the master.'' said Karen.

"I did not ma'am I never said a word to him.'' said Aries.

"Your still pleading innocence, maybe I need to teach you a lesson.'' said Karen as she took a leash and chain out.

"You made the master angry now I'm angry with you.'' said Karen.

"What are those for.'' asked Aries.

"I'm gonna use these to luck you up for 7 days in the human world.'' said Karen.

"7 days but your magic won't last that long.'' said Aries.

"I'm a lot stronger then you think. I'll be just fine you however, well let's just see.'' said Karen as she was about to chain Aries up Loke arrived and stopped her. Just as Aries went back to the celestial spirit world.

"Don't bother trying to summon her again I sent her back and as long as I'm here she will stay there.'' said Loke. "You have abused her long enough.''

"Let go of me, how did you even get here.'' asked Karen.

"I'm the leader of the zodiac I'm also the strongest of the 12 I can do things the others cant.'' said Leo.''

"Why are you here.'' asked Karen.

"I'm here because I want you to release me and Aries from our contracts.'' said Loke.

"What'' yelled Karen.

"The way you treat us is vile, and other spirits are afraid of having their keys fall into your hands.'' said Loke.

"That's a lie.'' said Karen.

"No it's not your a cruel person who abuses her spirits.'' said Loke.

"Now as I said release me and Aries.'' said Loke.

"Well if you think I'm letting either of you go forget it.'' said Karen.

"Fine then I will have to stay here till you change your mind.'' said Loke. "and as long as I'm here you can't summon anymore spirits'' said Loke.

**Flashback end**.

"Man what a bitch.'' said Ben.

"Totally.'' said Jase.

"Boys not now, go on Loke what happened next.'' asked Lucy.

After ten days, Karen tried to talk me into returning, but I refused as did she refused to do what I asked and free me and Aries. Thirty days afterwards, Karen pleaded me again trying to trick me, but I saw through her lies, and She did not take it well she went berserk.'' said Loke.

"Yeah I can see that happening.'' said Ben.

"Same with me.'' said Jase.

"Boys not now.'' said Lucy. "Loke I mien Leo you were saying.'' said Lucy.

"After 3 months I slowly got used to the Human World, and thought that Karen had been through enough and thought I could forgive her, and if she refused to change I could just do what I did again.'' said Leo.

"There is a but coming isn't there.'' asked Jase.

"Yes there is after 3 months I thought about forgiving Karen but when I was going to tell her I forgave her I learned she took on a job against her guild Masters wishes and was killed.'' Said Loke.

"She thought she could summon more then one spirit but she did not have the magical energy to do so some celestial wizards do, but Karen was not one of them.'' said Loke.

"But why are you still in this world and not yours.'' asked Ben.

"Because it was my fault karen was killed so i was banned from returning to the celestial spirit world.'' said Loke as he started to slowly fade.

"When someone dies their gone for good I wish I could Bring her back.'' said Loke.

"Even tho she treated you like crap.'' asked Jase

"Yes.'' said Loki. "I just wanted Her to realize she was wrong about us, Celestial spirits are not just magic tools we have free will and feelings and her cruelty hurt us.'' said Loke.

"I tried to ignore the guilt by surrounding myself with girls but I always felt Karen's prescience like she was waiting for me to die.'' said Loke . "And now my time has come.''Said Loke as he fell down and started to fade.

"Thank you Lucy you have restored my faith in celestial wizards.'' said Loke.

"Loke no.'' said Lucy.

"Sorry but it's my time now.'' said Loke.

"What do you mien your time.'' said Lucy.

"For me to vanish.''' said Loki. "Tell everyone at Fairy tail I'm sorry, and Jase you better look after Cana.'' said Loke.

"Come on man don't talk like that.'' said Jase.

"Yeah were is all this coming from.'' said Ben.

"Their right Loke you can't just give up.'' said Lucy.

"When I got her killed I have had to live with the guilt, and I have waited for this to happen when my magic fades and i can finle die and be free of the guilt.

"No this isn't fair it was not your fault.'' said Lucy.

"You didn't kill her I was not you, All you have to do is go back to the celestial world and your life force will be restored right.'' said Lucy.

"Lucy you don't even have his key.'' said Ben.

"I don't care Open gate of the Lion.'' yelled Lucy but nothing happened.

"Open gate of the Lion open.'' yelled Lucy.

"Lucy please that is enough.'' said Loke.

"Open please open.'' said Lucy crying.''Please open, open, open, open, open.''

"Lucy enough it won't work for you.'' said Loke "Please calm down it's OK.''

"It's not OK I just cant sit here and watch as my friend vanishes before my eyes.'' said Lucy as she got up and looked at Ben and Jase.

"Please one of you must be able to turn into something to help him please.'' said Lucy.

"I'm sorry Lucy but I don't know if I do have any form that can help him.'' said Jase.

"I do have one but I can't control it.'' said Ben.

"What do you mien can't control it cant you at least try.'' Said Lucy.

"I wont work believe me if I could I would have by now but I cant their is nothing I can do I'm sorry.'' said Ben as Loke started to fade more.

"No Loke hold on you please have got to hold on.'' said Lucy as she tried to send him back again over and over.

Lucy then unleashed a huge amount of magic power. "open Gate of the lion.'' Yelled Lucy.

"Lucy stop it your gonna use up all your magical energy and die.'' said Loke.

"What ever it takes I'm gonna save you Loke.'' said Lucy. "I'm gonna open your gate I'm gonna get you back there back to your home I wont give up I wont.'' said Lucy.

"I said Enough Jase, Ben stop her she is gonna kill herself.'' said Loke trying to get Lucy off of her.

"Open Gate of the lion Open ,Open, Open.'' said Lucy

"Lucy enough you don't have my key you cant send me back once more they wont let me back as far as their concerned I'm guilty.'' said Loke.

"Lucy stop your starting to assimilate with me if you don't stop your gonna die to.'' said Loke.

"I don't care I won't stop till the gate is open I wont let you die.

"Lucy.'' Yelled out Ben and Jase as they tried to get to her but the energy she was unleashing was keeping them form doing so.

"Don't do this Lucy Don't make me live with the guilt of killing you to.'' said Loke.

"You didn't kill her who ever said you were was wrong.'' said Lucy as all of a sudden time stopped.

"OK what the hell is going on.'' said Jase.

"I think time just well stopped.'' said Ben.

a portal opened up.

"What is that.'' asked Lucy.

"It cant be it's him the king of the celestial world.'' said Loke.

"He's the king.'' said Lucy.

"This keeps getting weirder and weirder.'' said Ben.

"Hello my old friend.'' said The Celestial Spirit King. "as you know both wizard and celestial spirits must obey celestial law and taking the life of ones key holder is forbidden under any circumstances.'' said they Celestial Spirit King.

"Tho not by your hand you still caused your key holders death Leo the lion for that you have been banished from the celestial spirit world.

"Hey that's not fair at all.'' Said Lucy.

"Lucy enough please.'' said Loke.

"No she is right said Jase.

"that she is.'' said Ben as he walked up to the king.

"Hi there Celestial spirit king I'm.'' before Ben could Finish the celestial spirit king did.

"Ben Tennyson I know who you are, I have herd of your feats of bravery, including four fight against _Diagon the Destroyer_, and I must say it is an honor to meet you.'' said the Celestial spirit king.

"Same here.'' said Ben. "Look I know you got all your rules and all but come one Loke did what he did to help out a friend cause no one else would or could, and believe me there is nothing wrong with doing something if it helps others.'' said Ben. "Ben is right OK so Loke maybe he kinda broke a law but he did it to help Aries.'' said Jase.

"Yeah I mien sometimes you have to do stuff like that sometimes doing what you know is right is the only way to go.'' said Ben. "Sometimes you need to do what you know is right no matter what others do or don't tell ya.'' said Ben.

"Cause some tomes in order to help others you sometimes have to break a rule or law or 2.'' said Jase.

"And he did what he did to help a friend.'' said Ben.

"Yeah and besides Karen tried to do a job she was not able to do, Loke did not take her life so just let Loke off the hook come on be cool.'' said Ben.

"Yeah give him another chance.'' said Jase.

"you and your friend are wise beyond your years Ben Tennyson.'' said the Celestial spirit king.

"And hearing what you say leads me to believe that it is the law it's self that is the problem. Very well I shall let him return but on 2 conditions.'' said the celestial spirit king.

"And what are those.'' asked Loke.

"The first you Leo the lion, will agree to become one of this girls spirits and serve and protect her.'' said the Celestial Spirit King.

"And the second.'' asked Ben as the Celestial Spirit King took out an book and pen.

"Can I have your autograph.'' asked the Celestial Spirit King with a grin.

Ben, Jase, Loke and Lucy each then fell down.

"That's it.'' asked Jase.

"An autograph.'' asked Lucy.

"Yes Taurus has been going on and on about how he got the legendary Ben Tennyson's autograph and how he got to meet him and the others and I are tiered of it, so I thought I could get him to stop by getting your autograph to and so I could brag about it as well.'' said the Celestial Spirit King.

"OK deal just let Loke back in.'' said Ben as he gave the Celestial Spirit King his autograph.

"It is done, Leo the lion you are once more welcome back to the Celestial spirit world.'' said the Celestial Spirit King as he vanished.

"Thank you my friends.'' said Loke as his key appeared in Lucy's hands.

"Call on me when you need me.'' said Loke as he returned home.

"Ready to go home.'' asked Ben.

"Yep.'' said Lucy as they all left.

"I just wanna go to bed.'' said Jase.

"Likewise.'' said Ben.

**the next day.**

Ben, Jase and Lucy had a hell of a time telling the others about Loki being a Celestial Spirit.

"Glad your feeling better.'' said Lucy.

"I'm glad to.'' said Loke. "And to show how grateful I am, I got some tickets to the Akane Resort.''

''Akane Resort as in the most popular tourist spot in Fiore.'' Asked Gray.

"Yep sadly I only was able to get 5.'' said Loke.

"So not all of us can go.'' said Ben.

"I'll stay you all go.'' said Jase.

"What are you serous.'' asked Gray.

"Yeah Makarov said he has some kind of important job he wants me to do.'' said Jase.

"OK but how are we gonna tell Erza that.'' asked Natsu.

"We don't.'' said Ben. As Erza showed up suddenly all packed and ready.

"What are we waiting for let's go.'' said Erza as they left.

"You could have gone by just asking Ben to give you his Ticket.'' came Cana's voice.

"I know but I just wanna have a bit more fun first like go on some more adventures.'' said Jase as he wrapped his arms around Cana who then did the same.

"I get a little alone time with you.'' Said Jase.

"Quiet with the talking and get to the kissing.'' said Cana as she pulled Jase in and kissed him.

They kissed till they herd a snicker and looked to se Makarov.

"Don't mind me.'' said Makarov as Jase and Cana jumped apart a few feet while blushing.

"Hi Master you said you had a job for me.'' asked Jase.

"Yes it is a dangerous one I would like you to Cana and Levy and one other to go and find and bring back Orin and Malex.'' said Makarov.

"What are you kidding why are you sending us after them.'' asked Cana.

"he wants them to join Fairy tail.'' said Jase.

"Yes they are to powerful and dangerous to be left alome, no telling whar might happen they might join some dark guild.'' said Makarov. "This way I can keep watch over them and keep them from doing anything really bad.''

"You know many in the guild will not like it.'' said Jase.

"I know.'' said Makarov.

"OK so were is this last person you want to come with us.'' asked Jase.

"Right here beast king.'' came a familiar voice as Jase and Cana looked to see Gajeel with a Fairy tail guild mark on his left arm.

"Master you let him join.'' asked Cana.

"Yes he along with Levy will go with you, for Gajeel know how to find Orin and Malex.'' said Makarov. As Levy then came up to them a bit scared that she was going to be on a team with Gajeel.

"OK then let's get going.'' said Jase. "Lead the way Gajeel.''

Gajeel then did just that.

"Be safe my children.'' said Makarov.

**Out side the town.**

On a cliff stood Hex.

"Tennyson is gone now to alert Jallal of this so he might keep them busy and hopefully kill them.'' said Hex as he summoned one of his creatures to deliver the message to Jellal.

"Now to deal with the one left behind.'' said Hex as Albedo and a few other villains from Ben and Jase universe came up behind him.

**Well that's it for now ****Well that's it for please review sorry if it;s a bit short or rushed I really wanted to get to the chapters I'm planning it will show what Orin and Malex can really do and I'm thinking of Jase fighting Albedo Ma vreedle and Hex and beating them. and if anyone has a Ben 10 villain let me know.**

**till next time this is myzor king of war signing out.**


	17. Chapter 17

Chapter 17

**OK here it is Chapter 17 everybody hope you are ready for it.**

Jase, Cana, Gajeel and Levy were up in the mountains, looking for Orin and Malex.  
"Hey hurry your asses up, you wanna find them or not.'' sadi Gajeel.  
"Are you shore they are here.'' asked Levy.  
"Are you trying to say I don't know what I'm doing.'' said Gajeel Glaring at Levy.  
"No sir.'' said Levy hiding behind Cana.  
"OK calm down everyone.'' said Jase.  
They then herd a roar, that shook the ground and they all fell down.  
"what was that.'' asked Cana.  
"That was a dragon roaring.'' said Gajeel as he took of in the direction of the roar.  
"Gajeel wait.'' said Levy.  
"Come on we better go and get him.'' said Jase as they fallowed Gajeel.  
They ran for a while till they found Gajeel looking down over a ledge,  
They were left speechless there was Orin and Malex fighting a real dragon.  
it was a male gigantic Dragon whose bodily majority is covered with dark, red scales. his lower body, specifically his belly, the inner portions of his long tail, and legs, is beige in color. he also has noticeable scars on his belly and neck, with the largest one, which is X-shaped, located around the center of his body. His back has numerous black spikes, reaching down from the back to the end of his tail. he had a triangular head with horns, a pair of large, round eyes with yellow sclera and a sharp horn pointing upwards just above his nose. Igneel also sports very sharp canine teeth, and has claws with long, sharp, red nails. his large bony wings resemble a bat's, with rippled tips. Additionally, he had four hind legs.  
"I'd hoped it was Metalicana.'' said Gajeel in a sad tone.  
"Did you say something Gajeel.  
"Huh what no.'' said Gajeel.  
"Hey you think that Dragon is Igneel.'' asked Jase.  
"You mien Natsu's foster father yeah I think that is him.'' said Cana.

with Orin and Malex vs Igneel.

"You are as persistent as ever boy.'' said Igneel as he swung a claw at Orin who blocked it and was able to throw Igneel into a mountain.  
"I will keep this going till one of us dies.'' said Orin.  
Malex jumped on Igneel's tail and bit on it hurting Igneel who yelled in pain as he shook Malex luse.  
"Ha take that.'' said Malex.  
Orin then jumped up and kicked Igneel in the face sending him down.  
"He's down but he ain't out.'' said Mlaex  
"Well then I think it's time to heat things up.'' said Orin as he started to gather power black and blue energy started to surround him as did flames.  
"BLACK FLAME DRAGON MODE.'' yelled Orin.  
Igneel swas shocked and amazed by this.  
"I owe this to your foster son.'' said Orin.  
"Natsu.'' said Igneel, who was not expecting that.  
''Black Flame Dragon's Fist.'' yelled Orin as he threw a punch covered in flames mixed with black and blue energy that hit Igneel in the chest sending him flying into wall.  
"I am Orin Dragoon, the son of Agnologia the black dragon.'' said Orin. "And I will be the next king of the dragons.''  
"You king of the dragons, a little ambushes are we.'' said Igneel as Malex sprouted gray wings out of his back, then flew up to Igneel's left wing and bit into it.  
"Vile beast.'' said Igneel as he grabbed Malex.  
Igneel did not see Orin jump up and hovver over his head.  
''Black Flame Dragon's Hard kick'' yelled Orin as he delivered a kick with his foot covered in flames mixed with black and blue energy that hit Igneel in the head and he went down with a thud as he let Mlaex go.  
"Thanks man.'' said Malex.  
"You keep getting better and better with each fight.'' said Igneel. "Chame you waste such power on hunting me.'' said Igneel.  
"Enough with the talk we still have a fight to finish.'' yelled Malex.  
''Black Flame Dragon's Blazing Hammer.'' Orin Yelled as flames mixed with black and blue energy engulfed both hisfist and forearm and he sent a devastating blow at Igneel as he got up and sent him into a mountain and bits of it broke off and landed on him.  
"I think I'll end this now.'' said Orin as his body became covered in black scales with blue markings his hands became claws, he grew to wings out of his back as his coat fell off, and a tail grew between his wings, his teeth became fangs.  
"DRAGON FORCE.'' Yelled Orin as Flames and Black and blue energy surrounded him.  
Igneel roared and flew up into the sky fallowed by Orin.  
Igneel got ready to unleash his dragon's roar as Orin did the same.  
''Black Flame Dragon's Roar.'' Orin Yelled as he a white energy beam mixed with flames and black and blue energy from his mouth.  
both Dragon roars hit and caused an explosion fallowed by a blinding light.

Jase, Cana, Gajeel and Levy shieled their eyes.  
When they opened them Igneel was gone.  
"Damn it he got away again.'' yelled Orin.  
"Why cant he just let us kill him.'' said Malex as he went into his smaller form and hopped on Orin's right shoulder.  
"Maybe you should just stop this rivalry you got with him.'' came Jase voice as he got Orin and Malex attention.  
"YOU.'' yelled Orin and Malex as they jumped up to them.  
They then saw gajeeel was with them.  
"Gajeel WTF are you doing with them.'' asked Malex.  
"I'm a member of fairy tail now.'' stated gajeel.  
"What.'' asked Orin.  
"And we came to ask the two of you to join our guild to at our masters request.'' said Levy while hiding behind Cana.  
"Forget it.'' said Malex as they got ready to leave,  
"You should really think it over.'' said Jase.  
"We just did and we are not interested.'' said Malex.  
"Besides do you honestly think anyone really wants us there,.'' asked Orin. "After what we did, after what you did Gajeel.'' stated Orin.  
"Gajeel went quiet. He knew what they meant and many at the guild did not like having him there.  
"Come on that is all behind us now.'' said Cana.  
"Yeah so come on join fairy tail.'' said Jase.  
"You'll get to have consent cracks at Ben.'' said Jase as Orin and Malex stopped walking.  
"Come on Orin, can you really say you don't wanna settle things with him.'' asked Jase. "Do you rally wanna leave that fight as a tie, or would you rather fight him again and beat him.'' asked Jase.  
"Fine we will join.'' said Orin.  
"But this dose not make us pals.'' said Malex.  
"and if any of those meat brains bother us they are dead.'' said Orin.  
"OK then it's settled.'' said Gajeel.

Some time later

They arrived back at the guild. And many were shocked to see Orin and Malex there.  
Master Makarov then approached them with a smile.  
"Welcome to fairy tail.'' Said Makarov.  
"Cut the shit why did you send for us.'' asked Orin.  
"Simple really.'' stated Makarov. "I feel it is my role in life to help lost young souls like the two of you find their way.''  
"I get the eeling it is more then that.'' said Malex.  
"Yes I was afraid you might join some dark guild and then we might have to fight you again.'' said Makarov.  
"Meaning you just wanted to get to us first and keep an eye on us.'' said Orin.  
"Yes in a way, tho I do wish to help you.'' said Master Makarov.  
Orin just sighed. "We already said we would join your guild.'' said Orin. "Tho I dought anyone other then you wants us here.''  
They all then saw the dirty looks everyone was giving them.  
"Alright I know you are all angry about waht happened but that is in the past now. Orin and Malex are part of our family now, and anyone who brings up what they did will be punished strictly punished.'' said Makarov scaring everyone who was watching.  
"Now let's get you 2 your guild marks.'' said HAPPY Makarov as Orin was given a black Fairy tail mark on his right shoulder and Malex was given a blue Fairy tail mark on his back.

Some time later

"So now what.'' asked Jase.  
"I think I'll leave them in yours and Ben and Lucy's care.'' said Makarov.  
"Wait what in the what.'' asked Jase.  
"I need someone to watch them, and besides we both know no one else will.'' siad Mkarov.  
"Alright.'' said Jase.  
they then hurd some crash sounds and the sound of stuff breaking.  
They went to see what it was and saw Orin and Malex eating meat while Macao and Wakaba were on the ground all bruised up and injured along with Jet and Droy.  
"What in the hell happened here.'' asked Jase.  
"Jet, Droy, Macao, and Wakaba tried to fight Orin and Malex wanting payback and the for of them got beaten up.'' said Cana while drinking.  
"This is not over you little bastards.'' said Macao while groaning.  
"That is enough.'' said Makarov. "Did I not tell you to leave them be and what would happen if you did not.'' asked Makarov.  
The four of them went pale with fear.  
Orin and Malex finished eating then gut up and were about to leave when Romeo showed up in-front of them with a cleaver in his hands.  
"Romeo what are you doing.'' said Makarov.  
"These monsters hurt my dad, and they have to pay for it.'' said Romeo while crying.  
He then charged at them only for Malex to go from his small form to his big form and roar loud at Romeo who shook with fear and dropped the cleaver.  
"Hahahaha.'' laughed Malex.  
"Get away from my son.'' Macao as he got up and attacked only For Malex to knock him out with one punch to the face.  
Orin then went up to the request board and grabbed on.  
"Malex we're leaving.'' said Orin as Malex returned to his small form sprouted wings and flew up to Orin and landed on his right shoulder.  
"Jase please go with them.'' asked Makarov.  
"Alright.'' said Jase as he went after them.

"Hey dudes wait up.'' said Jase.  
"We hurd what the old man said, forget it we don't need help.'' said Orin.  
"Well like it or not you got help.'' came Gajeel's voice as he, Levy and Cana walked up to them.  
"Did you think we were gonna miss out on a chance to go on a job.'' asked Gajeel.  
"Fine but you better not get in our way.'' said Malex.  
They then got their way.

Outside the town.

on a cliff There stood Hex along with Albedo.  
''Did they take it.'' asked Hex.  
''Yep soon they will be no more.'' said Albedo.  
"And then Tennyson, and once that is over I will then suck up more of the magic this world has and return to earth and make it mine, right after I kill tennyson's cousin.'' said Hex.  
Albedo just shook his head annoyed with Hex going on and on about that kind of stuff.  
"Are you shore about what you said about Tennyson's friend.'' asked Hex.  
"Yes I have checked and he looks just like his grandfather in his younger years.'' said Albedo.  
"Tho my Intel says he only used his powers a few times when he was to young to remember useing them.'' said Albedo  
''And soon I shall have that power.'' said Hex.  
"Just be careful you don't end up failing and almost fully awakening his powers like Eon almost did.'' said Albedo.  
"He only failed because of that Professor Paradox stopped him, but this time he is not here.'' said Hex. "And I will get what I want.'' said Hex.  
Behind them came some villains grom Ben and Jase universe.  
Sixsix, Sevenseven, Eighteight, Vulkanus, and Ma vreedle.

Some time later.  
Jase, Cana, Gajeel, Levy, Orin and Malex had been walking for a couple of days till they found and stop at an inn.

Cana, Gajeel, Levy, Orin and Malex sat in the waiting area while Jase went to talk to the inn keeper about rooms.  
"welcome.'' said the Inn keeper.  
"hello do you have any rooms avalable.'' asked Jase.  
"I will see.'' said the Inn keeper.

"OK good news and bad news.'' said Jase.  
"What's the good new.'' asked Cana.  
"They have rooms.'' said Jase.  
"And the bad news.'' asked Gajeel.  
"They only have 3 each able to hold 2 people.'' said Jase.  
"So two of us each have to shair a room.'' asked Cana getting near Jase and wrapping her arms around him.  
"Yeah I got Cana.'' said Jase.  
"Me and Malex will take the next room.'' said Orin.  
"Wait then that leaves me with.'' said Levy as she looked at Gajeel.  
"that leaves me with.'' said Gajeel as he loooked at Levy.  
"With you.'' Gajeel and Levy said as they looked at one another.  
"Don't ah do anything we wouldn't do.'' said Jase as he and Cana headed to their room, and Orin and Malex did the same and went to their room.  
"How much longer do we have to do this.'' asked Malex.  
"Patients.'' said Orin as he took out a seal and placed it on a night stand.  
It then started to glow and a holographic image of Hex appeared.  
"Well we are here now what.'' asked Orin.  
"Patients my young friend.'' said Hex. "Albedo has done things on his end, you know what to do report to me when it is done.''  
Hex's image dissappered.

With Jase and Cana.  
"Hey Jase look at this.'' said Cana as she found a bottle of wine with a note that said welcome.  
"So this Inn has complementary wine.'' said Jase  
"Looks like so want.'' asked Cana as she put some in some in some glasses.  
"Why not.'' said Jase as they started drinking.

With Gajeel and Levy.  
"Should you be drinking that.'' asked Levy.  
"Hey it's free wine why shouldn't I.'' said Gajeel as she drank a some from a bottle like the one Jase and Cana found.  
Tho levy not much of a drinker the smell of the wine made her want to try some.  
"AH could I try some.'' asked Levy.  
"Shore.'' said Gajeel as he handed Levy the bottle and she tried some.  
"Hey this stuff is really good.'' said Levy as she had more. as did Gajeel.  
Soon it was all gone.  
"Man that stuff was great tho it did smell unnatural.'' said Gajeel.  
"Gajeel.'' came Levy's voice.  
"What is it.'' asked Gajeel as he saw Levy shaking and blushing.  
"Hey what is going on with you.'' asked Gajeel as he then blushed as Levy for what ever reason started to strip.  
"Gajeel I cant stop myself I'm burning up.'' said Levy.  
"Hey waht in the.'' said Gajeel as his hands started moving on his own and took his cloaths off.  
"I'm sorry Gajeel I cant control myself.'' said Levy.  
"What do you mien.'' asked Gajeel as Levy tacled him to his bed.  
"I think something was in that wine.'' said Levy.  
"I thought it smelled and tasted off.'' said Gajeel as Levy kissed him and his urges took over.

in the corridor.  
Orin and Malex went to listen to what was happening.  
"So that wine has made them sex starved beasts.'' said Malex.  
"Seems to be the case.'' said Orin

Orin and Malex listened in on Gajeel and Levy.  
"Find that rhythm Gajeel find it Find it find the rhythm.'' Came Levy's voice.  
"Yeah that's it Levy ride my slung come woman ride it.'' Came Gajeel's  
''Yeah that's right there yeah that is the stuff.'' Came Levy's voice.  
"OH yeah your are so loving this.'' Came Gajeel's voice as he started to pick up the passe.  
"I'm coming Gajeel.'' came Levy's voice.  
"Same with me.'' Came Gajeel's voice.  
"Release it inside me.'' Came Levy's voice.

"They have gone from fighting to fucking.'' said Malex.  
"Now to check on the other 2.'' said Orin.

"OH yeah baby baby.'' came cana's voice.

"AH yeah am I making you horny.'' came Jase voice.

"Yes yes yes you are making me horny yes yes yes yes.'' came Cana's voice.

"Yeah all the way baby.'' Came Jase voice.

"Are you ready.'' came Cana's voice.

"Yeah ah yes.'' came Jase Voice."I'm coming.''

"Inside Jase come inside me.'' said Cana. "Oh god I'm coming.''

"I think we don't need to.'' said Orin.

"Yeah.'' said Malex as they left. They got outside.

"I see the plan worked.'' came Hex's voice.

Orin and Malex looked to see Hex.

"We did what you asked now were do I find my dad.'' asked Orin.

"In time my boy in time.'' said Hex. "First we wait till they are tired from what they are doing then we capture them and kill them.'' said Hex. " they should be done by now and asleep.'' said Hex as he created an orb that showed the couples now asleep.

"I can't believe they fell for it so easily.'' came Albedo's voice.

"I hear ya there boy.'' came Ma Vreedles voice.

Sixsix, Sevenseven and Eighteight said some stuff in their peoples languege.

"You 3 kiss your mother with those mouths of yours.'' said Vulkanus.

"I take it they said something dirty and foul.'' asked Hex.

"Yeah you betcha .'' said Ma vreedle.

"Indeed such savages.'' said Albedo.

"Enough.'' said Hex as he used his magic to put the sleeping heroes back in their cloths not wanting to see them naked then brought them up to him.

"So what do we do now.'' asked Vilkanus.

"The boy comes with us as for the others kill them.'' said Hex.

"And what about us.'' asked Malex.

"Ah yes so sorry but you two will be joining them.'' said Hex as he tried to blast them, but they dodged the attack and punched Hex.

"You betray us.'' said Orin.

"Yes I have what I want and yes I betrayed you like you betrayed your new so called friends.'' said Hex.

"Ah hex we got trouble.'' said Albedo.

"What now.'' asked Hex as he was hit in the face with a kick from Jase.

"Hello.'' said Jase as Hex then saw the others all down asleep thanks to Cana's sleep spell.

"HOW.'' asked Hex as he then herd Malex chuckle and looked at him and Orin.

"YOU DID THIS.'' said Hex.

"Had a feeling you would betray us, so we told them.'' said Orin.

"Well they told me and Cana.'' said Jase.

"I matters not boy, your still not going anywhere.'' said Hex as he used his magic to bring his allies over to him and wake them up.''

"Cana can you wake gajeel and Levy up.'' asked Jase.

"Way ahead of you.'' said Cana as she did just that.

"Hey what is going on.'' asked gajeel.

"A fight is what is going on or is about to.'' said Orin.

"A fight ha I like that.'' said Gajeel as he then saw Albedo who he thought was Ben.

"Tennyson what are you doing here and why is your hair white.'' asked Gajeel.

"That's not Ben.'' said Jase.

"That's right I'm Albedo, and how dare you mistake me for that intellectual challenged idiot.'' Yelled Albedo.

"Enough talk let's just get to the fighting.'' said Ma Vreedle as she took out two blaster.

"I hear that.'' said Vulkanus.

"6 against 7 that is not so bad.'' said Levy.

Make that you 6 against 8.'' came a voice as they saw the inn keeper who the reveled himself to be Jose who used magic to disguise himself as an inn keeper.

"Jose.'' said Cana.

"Yes I'm back and ready for vengeance.'' said Jose.

"You ain't gonna be for long.'' said Orin.

"You don't really intend to fight me do you boy.'' asked Jose who tried to hied his fear.

"Yeah I intend to fight you, never liked being your own personal attack dog.'' said Orin.

"Likewise.'' said Malex.

"I will give a chance give up now boy and I will let your friends and woman live.'' said Hex. "It is you I'm after not them.''

"Can I ask why.'' asked Jase.

"So you don't know about your grandfather's secret.'' said Hex.

"What about my grandpa.'' asked Jase.

"I would tell you but I think I would simply kill your companions and woman then capture you after that.'' said hex.

"You want a fight then come get it.'' said Jase.

**Well that's it for now sorry if some think it is a bit short and all sorry to leave it on a cliffhanger but how else am I gonna get any of you to come back for more. I will try to update more and sooner.  
**

**what is it Hex and Albedo know about Jase his grandfather and his family that he dose not and who will the fight you'll have to wait till the next chapter to find out.**

**till next time this is Myzor king of war signing out.**


	18. Chapter 18

Chapter 18.

**OK here it is Chapter **18 **here it is a chapter filled mostly with fighting please review.**

**any way on with the story.**

"Get ready for pain.'' said Orin as he and Malex charged at Jose.

Jose barley dodge it.

"Nice try boy.'' said Jose as he then saw Malex come at him with a kick to the face.

"Never let your guard down.'' said Orin as he then punched Jose in the face.

"You little Bastards.'' said Jose.

"Suck it up.'' said Malex as he started to kick Jose in the face like a pro kick boxer kicking a punching bag.

"Oh my face.'' said Jose.

"You think it hurts now wait till you feel this.'' said Orin as he charged at Jose.

''**Black Dragon's Hard Fist**.'' yelled Orin as he hit Jose right in the face.

Jose was sent to the ground.

"Impressive as always.'' said Jose as he got up.

''**Dark Beam**.'' yelled Jose as he started to shoot bullet-esque beams of Darkness Magic from both his hands.

Orin, just crossed his arms in a X "**Black Dragon's Shield**!" Orin said, as a force field appeared in front of him. And blocked the attack.

"Damn it.'' said Jose.

"You forget about me.''came Malex voice as Jose saw him come at him, Malex then bit Jose in his left arm.

"Aaaaaaaaaiiiiggghhhh.'' Screamed Jose as Malex then tossed Jose to the ground.

"I'm going to annihilate you both, I've had enough of both of you your going to die by my hands **Dead wave**.'' Yelled Jose as he extended his right arm sideways and generate a purple sphere of energy and then pointed it at Orin and Malex. He then unleashed a wave of ghosts rushing towards them.

"**Black Dragon's Roar**!" Orin yelled. As he gathered up energy in his mouth and unleashed it in the form of his dragon roar.

Both attacks collided till Orin's attack overpowered Jose's.

Jose barley dodged it.

"Well now what's say we heat things up.'' said Orin as he started to gather power black and blue energy started to surround him him as did flames.

**"BLACK FLAME DRAGON MODE**.'' yelled Orin.

Jose stood there shacking with fear as the energy and fire swearled around Orin. He looked like a monster.

''**Dead wave**.'' Yelled Jose as he extended his right arm sideways and generate a purple sphere of energy and then pointed it at Orin and Malex. He then unleashed a wave of ghosts rushing towards them.

Orin just jumped at the attack. ''**Black Flame Dragon's Fist**.'' yelled Orin as he threw a punch covered in flames mixed with black and blue energy and he shot straight through the attack.

"What.'' yelled Jose as he was hit with the attacked right in the face and spat up blood.

''**Black Flame Dragon's Hard kick**'' yelled Orin as he delivered a kick with his foot covered in flames mixed with black and blue energy that hit Jose in his left arm breaking it.

"Aaaaauuuuugggghhh.'' Yelled Jose as he fell to his knees.

"Think he has had enough Malex.'' asked Orin

"No I think he needs a bit more.'' said Malex

"OK.'' said Orin as he got ready to keep fighting.

"M-m-m-m-monsters.'' yelled Jose.

"Monsters us I think it is time to end it.'' said Orin. "Allow me to show you a true monster.''

''**DRAGON FORCE**.'' Orin yelled he started transforming. blue and black energy surrounded him and grew stronger as Orin grew more powerful. Orin's cloak fell off as his black dragon wings grew more out of his back. his skin turned into black scales His hair turned from black to silver and grew longer. His hands turned into claws and his teeth into fangs as a black dragon tail with at the end blue flame on it came out his back between his wings. His claws turned silver as silver horns formed on his head.

"**Black Dragon Secret Technique, ** **Black Dragon Chaos fist .**!" said Orin as he started to rapidly punching Jose over and over.

''**Black Dragon's Hard Fist**.'' yelled Orin as he hit Jose right in the face again and again.

''**Black Dragon's Hard Kick**.'' yelled Orin as his right foot was covered in blue and black energy as he kicked Jose in the gut.

Jose spat up blood as he fell.

Malex then went up to Jose picked him up and brought him down over his knee breaking his back.

"Get ready for an ass kicking like never before.'' said Vulkanus looking at Cana.

"In your dreams.'' said Cana. "**Icicle**" yelled Cana as she threw some cards that shot out Icicles at Vulkanus who swated them aside like they were nothing.

"OK let's see you handle this.'' said Cana as she kicked Vulkanus in the crutch area only for it to do nothing but make her foot hurt.

"OUCH ouch oooh ouch my foot.'' yelled Cana.

"Wrong crutch area.'' said Vulkanus as he slapped Cana aside.

''**Burning Cards**.'' Yelled Cana as she threw some cards that turned into flaming bullets. Vulkanus just crossed his arms and blocked the attack. "Heat proof armor.'' said Vulkanus.

"Wind Edge'' said Cana as she took out two cards and unleashed an ascending air blast from the ground several meters away from her, which hit Vulkanus.

Cana thought she had won till Vulkanus came running out of the Wind and punched her.

"Hahahahaha this new armor rules.'' said Vulkanus. "i really need to thank Hex for the magical enhancements.''

Sixsix, Sevenseven and Eighteight opened fire on Cana, Gajeel and Levy.

"Take this Solid Script: Fire .'' Yelled Levy as she wrote the word fire in midair and the materialized word ignited, and Sent it at Sixsix, Sevenseven and Eighteight.

Sevenseven took out a bomb like and threw it at the blazing word and a white chemical came out and put the fire out.

Sevenseven then fired a small missile at Levy. And befoe it hit Gajeel grabbed it in his mouth spun around let it go and it hit Sevenseven in the chest.

"Ah yeah that had to hurt.'' said Gajeel. "Hey you ok Levy.''

"Yes thank you Gajeel look out.'' said Levy as Sixsix and Eighteight charged at Gajeel. Both took out their weapons and fired Missles and Lasers at him.

The attacks hit and then there was smoke.

"Gajeel no.'' cried Levy but as the smoke cleared she saw there was Gajeel. Covered in Scales.

''**Iron Dragon's Scales**.'' said Gajeel who was now covered in scales of Iron.

Gajeel jumped at and attacked back. "**Iron dragon's club**.'' said Gajeel as arms shifted into a large, steel colored pillar and extended toward Sixsix and Eighteight. One hit Eighteight in her gut, the other hit Sixsix in the face.

Eighteight was knocked back while Sixsix was knocked down.

As Sixsix got up the mask he had on cracked and broke revealing his face.

"Oh my god.'' said Levy trying not to vomit.

"Man you are one ulgy sucker no wonder you wore a mask.'' said Gajeel.

Sixsix just let out a feral roar and charged at Gajeel like an animal. Gajeel just held his right fist out and Sixsix ran straight into it and was knocked out.

"Man lucky I had my Iron scales on, that gut has a hard face.'' said Gajeel.

"Levy then saw Eighteight get up and she looked like she was going to try and shoot Gajeel.

"No you don't.'' said Levy. "**Solid Script: Guard**" said Levy as she wrote the word Guard in the air. The word then transformed into a barrier that protected gajeel from Eighteights attack.

"Now take this.'' said Levy as she ran at Eighteight and kicked her in the face. Eighteight fell like a ton of bricks.

Levy stood there in triumph. But then started hopping around while hold the foot she used to kick with.

"What was that mask made of.'' said Levy as she hopped around."ouch ooch my foot.'' said Levy.

Gajeel sighed and picked Levy up bridal style.

"Just rest up I'll carry you till your foot is better.'' stated Gajeel as Levy blushed but then smiled and noddded her head.

Cana was then thrown at Gajeel's feet.

"Hahahahaha are all the members in your guild that weak.'' asked Vulkanus.

"Weak I'll show.'' said Gajeel.

"With that girl in your arms how can you fight what could you possibly do with out using your arms.'' said Vulkanus.

"**Iron dragon's Roar**.'' yelled Gajeel after he gathered up energy in his mouth and unleashed it in the form of his dragon roar.

Vulkanus crossed his arms to block it. His armor held up for a while but soon started to crack and once Gajeel was done. Vulkanus armor was cracked all over.

"Ha you were saying.'' asked Gajeel. "**Iron dragon's club**.'' said Gajeel as he turned his right leg into a iron club that extended at Vulkanus and hit him in the chest and his armor shattered into tiny pieces.

Gajeel then retracted his leg which returned to normal.

"NO my armor.'' said Vulkanus as he saw Gajeel, Levy and Cana looking at him with shocked looks on their faces.

"Oh man look at him he's tiny.

"And fat.'' said Levy.

"He looks like a baby.'' said Cana.

"Hey shut up I'll fix you.'' yelled Vulkanus as he ran at Gajeel who simply held his foot out. And Vulkanus ran straight into it and was knocked out.

"I hope Jase is ok.'' asked Cana.

"Come to Ma Vreedle ya little mongeral.'' said Ma Vreedle as she tried to Grab Jase who docked under her grab. Then dove through the gap between her legs. Ma vreedle knelt down to look as Jase kicked her in the face.

"Duagh.'' went Ma Vreedle as Jase kicked her up the ass with both his feet. And she fell forwerd, and as she tried to get up Jase jumped up and delivered a double kick to her face.

"I'm gonna tear you limb from limb and then grind you up and feed you to my kids for dinner.'' said Ma Vreedle.

"In your dreams.'' said Jase as he activated the Nemetrix and went **Corpse**.

"Now let's see you handle this.'' said **Corpse **as he went intangible and put one of his claws in Ma Vreedles head.

"Aaaaaaauuuugghhhhh.'' screamed Ma Vreedle as **Corpse **pulled his claw out and Ma Vreedle fell down and Blacked out.

**Corpse **then went **Crabdozer **and turned to Face Albedo.

"well now I guess it's my turn to play.'' Said Albedo. "Hex stay out of this I need to test my new Ultimatrix.''

"Very well but remember he is only of use to me alive.'' said Hex.

"Albedo went **Humungousaur **and charged at **Crabdozer **who tried to strike him with his two front legs only for **Humungousaur **to block them.

"Ha that all you got.'' asked **Humungousaur**.

**Crabdozer **just went **Ultimate Crabdozer** and and spat a flaming meteor at **Humungousaur**.

"I see the evolution function I installed is working.'' said **Humungousaur**.

"Allow me to show just what it can do.'' said **Humungousaur** as went **Ultimate Humungousaur **and turned his hands into blasters and opened fire on **Ultimate Crabdozer,** who crossed his arms to block the attack.

"Hahahaha give up now.'' asked **Ultimate Humungousaur**.

"Not in this or any other universe asswipe.'' said **Ultimate Crabdozer **as he changed back to **Crabdozer **then went **Tyrannopede ** then went **Ultimate Tyrannopede **and stepped on **Ultimate Humungousaur**.

"OK oh.'' said **Ultimate Humungousaur **as got up and changed back to**Humungousaur** then went **NRG **just as **Ultimate Tyrannopede ** stepped him again.

"Hahahahahahahaha stomp all you like, you cant get me while I'm in this armor.'' said **NRG**.

"Wanna bet you sorry excuse for a brainiac.'' said **Ultimate Tyrannopede ** as he changed back to** Tyrannopede ** then changed into a cockroach like predator the size of an elephant with legs that had 3 toed clawed feet, six red eyes 4 antennae as long as whips, yellow wings and a mouth like **Big chill'**s only with fangs and the Nemetrix around his neck.

"Say hello to **shockerroach**.'' said **shockerroach**.

"Oh shit you can turn into **NRG's **predator.'' said **NRG **as **shockerroach **grabbed him with one of his clawed feet and had his antennae go in through the holes in **NRG's **helmet and started to drain him.

"Ah yeeeeeaaaaah thanks for the power lunch.'' said **shockerroach**.

**NRG **then changed into **Spidermonkey **and got out of **shockerroach's **grasp then went **Ultimate Spidermonkey**.

"Got any other smart ideas ha.'' asked **Ultimate Spidermonkey **as **shockerroach **changed into **Root shark**,then **Ultimate Root shark. **

"Oh Fuck.'' said **Ultimate Spidermonkey **as **Ultimate Root shark **wrapped his tail around **Ultimate Spidermonkey. **Then held him upside down and started to smash his head againts the ground a few times then tossed **Ultimate Spidermonkey **up into the air and let him fall. **Ultimate Spidermonkey **hit the ground hard with a groun.

**Ultimate Spidermonkey **got up and went **Echo echo **then **Ultimate Echo echo **who then **Ultimate Root shark** with a sonic blast.

"Give up now and live, don't well you get the idea.'' said **Ultimate Echo echo**.

"Go to hell asswipe.'' said **Ultimate Root shark** as he changed back to **Root shark** then changed to a predator that looked like **Jetray** only twice the size, grey skin black with bat like wings, 3 fingered clawed hands 3 toed clawed feet a white main and a bat like head with four red eyes, a mouth filled with yellow sharp fangs and and the Nemetrix around his neck.

"Say hello to **Combati Chiroptera** .'' said **Combati Chiroptera**.

"Oh crap** Echo-echo's **predator to.'' said **Ultimate Echo-echo **as **Combati Chiroptera **hit **Ultimate Echo-echo **with a sonic blast ten times as powerful as **Echo-echo's **sonic blast.

**Combati Chiroptera **then took to the sky and created six copies of himself and each hit **Ultimate Echo-echo **with a sonic blast.

"Why me why always me.'' said **Ultimate Echo-echo **as he was hit with the blast and was knocked out.

the **Combati Chiroptera** copies then fused back together then changed into **Tyrannopede **who roared at Hex.

"I see I will have to take you down myself boy.'' said Hex who then tried to blast **Tyrannopede **who quickly went **Speetah **and ran at Hex and changed back to Jase. Then punched Hex in the gut then flipped him over and took his staff.

"OK skull face tell me what you and your pals know or I'll blast ya.'' said Jase.

"Don't make me laugh.'' said Hex. "Now be a good little boy and give me that back.'' said Hex actually hoping Jase could use his staff as he walked towards him.

Jase pointed the staff at Hex. And it glowed and fired a beam at Hex which hit him in the chest.

"Did not think that would work.'' said Jase. He then hurd Hex laughing as he got up.

"I knew it you are the grandson of Nivek.'' said Hex.

"Nivek how do you know my Grandpa's name.'' asked Jase.

"His name is well known in my home dimension as well as many other worlds.'' said Hex. "And you being able to use my staff proves you are both his grandson and have the potential for magic or as his people would say you have the spark.'' said Hex.

"His people the spark what are you talking about.'' asked Jase.

"It's simple really.'' Came Albedo's voice as he just regained consciousness.

"Your grandfather was an alien an Anodite to be precise.'' said Albedo.

"What my grandfather an Anodite then that miens that I'm.'' said Jase.

"Part Anodite on your father's side but your father, his brothers your uncles, your cousins and your younger brother do not have any powers.'' said Albedo.

"You Jase Lee are the only family member that Nivek had on earth that inherited any of his powers.'' said Albedo.

Jase was shocked at this, and it allowed Hex to get his staff back.

"Now your mine.'' said Hex as he tried to blast jase who's eyes suddenly flashed red. And he crossed his arms and a red force field appeared and protected him.

"No impossible.'' said Hex as the force field fell. And Jase gathered red energy in his hands and blasted Hex with 2 red energy blasts that sent him flying a few feet.

"Hex I feel it is time we left get the others and let's get out of here.'' said Albedo.

"Very well but mark my words boy. One day your powers will be mine.'' said Hex as he spun his staff around and it glowed and all his alien allies were drawn to were he was and he teleported them and himself away.

"Jase.'' came Cana's voice as she and the others all came running up to him.

"Your alright.'' said Cana as she hugged Jase and kissed him and he returned the kiss.

They soon parted.

"Everyone OK.'' asked Jase.

"Yeah but what was this all about.'' asked Gajeel.

"We will tell you later but you best keep this to our selves for now.'' said Jase.

"That would be best.'' said Cana.

"So what do we do now.'' asked Orin.

"We rest up then we go home.'' said Orin as he and Cana started to head back to the inn.

"I think we should go to.'' said Levy.

"Might as well.'' said Gajeel as they fallowed.

"Hey Orin, Malex come on.'' called Jase.

"You mean after all this you still want us around.'' asked Orin.

"Yeah we know why you did what you did.'' said Cana.

"To find your dad we understand. And besides your part of our guild now both of you so come on.'' said Jase.

"Should we.'' asked Malex.  
"We have nowhere else to go.'' said Orin as they fallowed.  
Jase herd something in his pocket, he reached in and pulled out a plumbers badge.  
He pushed something and he got a message from Ben.  
"Sorry you'll have to go on without me.'' said Jase.  
"Huh why.'' asked Cana.  
"Just got a call from Ben I need to get to were he and the others are there is trouble. You all go back to the guild.'' Said Jase as he went **Speedtah** and took off. 

Somewhere else.

Hex and his allies were all licking their wounds.

"This is not good Hex. Young Jase powers seem to be awakening.'' said Albedo.

"Yes I fear it is because of this world we are in. The longer he is here the more his powers will awaken and the stronger he will get.'' said Hex as he looked at his defeated allies.

"I think it is time to return them.'' said Hex as he teleported them back to their universe.

"Now what.'' asked Albedo.

"we wait again see how things turn out gather some more useful allies.'' said Hex.

"Plus I still have that Laxus under my control and soon I will unleash him on our enemies.'' said Hex as he started to laugh.

**That's it for now please review. Next chapter Ben and the others are back and Jase talks to Ben and Master Makarov about what he has just learned.**

**Laxus decides to make his move to take over fairy tail we will get to see more of what Orin can do and believe me you will not believe it. **

**Till then this is myzor king of war signing out**


	19. Chapter 19

Chapter 19.

**OK here it is Chapter **19** hope everyone likes it please review.**

**Also a little rematch between Laxus Jase and Ben is gonna happen in this chapter. any way on with the story.**

Jase had Managed to get back to the, Cana, Gajeel, Levy, Orin and Malex after he had finished helping Ben and the others who he told he would meet back up with at the guild when he went to check up on the others.

They had at last made it back to Magnolia. Tho they did have to put up with Jose trying once more to kill them again and again and they beat him over and over again. And left him to lick his wounds. Also along the way Orin and Malex found and got into another fight with Igneel who ran off before it was over.

"Glad were back here.'' said Jase.

"Yeah after what we just went through I just wanna do nothing for a while.'' said Cana.

"Likewise here.'' said Gajeel.

"Hey is that the guild hall.'' asked Levy as she pointed to the now completed guild haul.

"Like it wasn't an eyesore before.'' said Malex.

"Now it's even more of an eyesore.'' said Orin.

They made their way to the guild haul.

"Welcome back my children.'' said Makarov. "Hey what happened to you you look like hell.''

"Yeah we know.'' said Gajeel.

"Hey Jase glad to see your back.'' came Ben's voice.

"Yoh there Ben how was things with you.'' asked Jase.

"Man you would not believe what happened to us.'' said Ben.

"Ahah there you are you bastard.'' came Natsu's voice as he charged at Orin.

"Natsu you dumbass what are you doing..' asked Jase.

"**Fire Dragon's Iron Fist" **Natsu yelled as he charged at Orin, "**Black Dragon's Hard Fist.**" Yelled Orin as he charged and their punches collided and an explosion accrued. Natsu was sent flying to the back of the guild haul and was knocked out cold.

"Chalk up another win for Orin.'' said Ben. "I still cant believe you all joined Fairy tail like Juvia did.''

"What about Juvia.'' asked Gajeel as Juvia came up to them now a member of fairy tail.

"I'm so glad you 3 joined as well.'' said Juvia glad to see Gajeel, Orin and Malex.

"Don't remind us.'' said Orin and Malex.

"Why the master let you 3 join I'll never get.'' came Erza's voice.

"Erza calm down it was Master Makarov's idea to recruit them.'' said Jase.

"And besides they aren't that bad.'' said Levy.

"Don't bother she is never gonna trust us.'' said Gajeel as he turned to leave.

"Come on Malex let's bail.'' said Orin.

"Yeah OK might as well.'' said Malex.

"Hold up you little bastards we still got a score to settle with you.'' came Macao and Wakaba's voices as they charged at Orin and Malex.

Orin punched them both in the gut.

And then Malex went into his big form and grabbed both Macao and Wakaba by their necks and choke slammed them.

"Nice try wimps.'' said Malex as he and Orin left.

"What am I going to do with them.'' asked Makarov.

"Ah master was letting them join really a good Idea.'' asked Lucy as she was hiding from behind a table. Scared from the fact that Orin and Malex were now guild mates of theirs.

"Better this then letting them join a dark guild mainly one of the 3 head guilds of the Ballam alliance.'' said Makarov. "Cause then they would be an even bigger problem.''

"So what will you do with them.'' asked Lucy.

"Oh sorry I forgot you were not here. You, Ben and Jase will be keeping tabs on them for me,'' said Makarov.

"WHAT.'' yelled Lucy and Ben.

choice has been made.' said Makarov.

"Master I need to have a word with you and Ben about something that happened while I was on my last mission.'' said Jase with a serious look on his face.

"Very well Ben come.'' said Makarov as he led Jase and Ben to a room were they could talk in privet.

"So what is it you wanted to talk about Jase.'' asked Ben.

"Ben it's Hex he is here.'' said Jase.

"WHAT.'' said Ben not believing what he herd.

"Hex who are you talking about.'' asked makarov.

"Hex is one of the villains I have fought over the years in my universe.'' said Ben.

"What and he is here. Jase are you shore.'' asked Makarov.

"Yes he is as Ben once discribbed to me Skull painted on his face a red hood a staff with a birds head on it.'' said Jase.

"That's Hex alright but how the hell did he get here.'' said Ben.

"He didn't come alone he brought others with him.'' said Jase.

"Others who people I know.'' asked Ben.

"Yes Sixsix, Sevenseven, Eighteight, Vulkanus, Ma vreedle and Albedo.'' Said Jase.

"Albedo Oh man the other were bad enough but Albedo.'' said Ben.

"Who is this Albedo.'' asked Makarov.

"He is someone who looks a lot like me. He is also a super genius with vast knowledge of technology and science, and he has the same forms I do any alien I can turn into he can. And like Jase he can evolve his forms.'' said Ben.

"What there is someone like that here how.'' asked Makarov.

"Hex he has a room full of thousands and thousands of books containing magic spells, rituals and potions.'' said Ben. "One of his books must have a spell which he used to get here.'' said Ben.

"There is more.'' said Jase as he brought out the charm he ripped off of DELIORA.

"were did you get that.'' asked Ben.

"I ripped it off of DELIORA's forehead when I fought him I kept on forgetting to bring it up. But after what just happened I think Hex is the one who brought him back to life after he turned to dust.'' said Jase as he gave the charm to Ben.

"Yep this is one of Hex's charms.'' said Ben.

"Let me see that.'' asked Makarov as Ben handed it to Makarov.

"And you say this revived the demon DELIORA.'' asked Makarov.

"Yep when I ripped it off. DELIORA turned to dust tho now it is a bit damaged.'' said Jase.

"To think such a thing like this excised and that someone could revive and control a creature such as DELIORA so easily with it.'' said Makarov in Awe.

"That's hex for ya he has info on magic spells the likes of which I bet no one in this world has seen or even herd of once.'' said Ben.

"There is another thing I have to say.'' said Jase.

"And that is speak up boy.'' said Makarov.

"Hex knew about my grandpa.'' said Jase.

"He knew about Nivek how.'' Asked Ben.

"That I do not know he also Knew about him being an Anodite.'' said Jase.

"How he doesn't have access to plumber records.'' said Jase.

"I think Albedo might have told him. Tho he did say my grandpa was known on many worlds.'' said Jase.

"What are you 2 talking about and what is an Anodite.'' asked Makarov.

"Anodite's are a race of energy beings. People made of pure energy and masters of magic.'' said Ben. "they are one of the most powerful species in our universe.'' said Ben.

"How powerful.'' asked makarov.

" Mana Manipulation, Flight, Telepathy, Clairvoyance, Teleportation, Limited Reality Warping, Mana Absorption, Space Survivability, Size Alteration, Telekinesis, Dowsing, Portal Creation, Object Creation, Object Dissipation, Repairing, Magic, Healing Abilities, Hair Manipulation ,'' said Ben.

"Such beings exist.'' Asked Makarov not believing that there was a species that had those kinds of powers.

"Yep in our universe there are species that are all naturally born with powers. Some have powers similar to Anodite's. Some have more advanced versions of their powers some species are even more powerful.'' said Ben.

"And Your grandfather was one of them.'' asked Makarov.

"Yes as was Ben's grandmother.'' said Jase.

"What.'' said Makarov.

"Yeah but i did not get any of her powers.'' said Ben.

"What do you mien.'' asked Makarov.

"Well when a Anodite has children with a human there is a big chance that any or all children of theirs will be born as normal humans with no powers what so ever.'' said Jase.

"Yeah my dad along with his brother my uncle were both children of hers but they were born human with none of their mothers powers.'' said Ben.

"Then they both got wives. My parents had me, and my uncle and his wife had a son, then a daughter who unlike them her brother or me was born with her grandma's powers.'' said Ben.

"And you Jase.'' asked Makarov.

Jase then started to concentrated and formed a red ball of energy in his hand that then split into 5 balls that flew around. Then came back to Jase who absorbed them.

"When did you learn that.'' asked Ben.

"When Hex attacked us my powers just activated and I sent him packing. Right after i blasted him with his own staff.'' said Jase.

"Dude your an Anodite like your grandpa. That also makes you a magic user.'' said a happy Ben.

"Yeah but my dad and his 3 brothers my uncles were all born human. Then they each got wives and had children and I was the only one of my grandpa's grandchildren who inherited his power my dad my uncles my cousins and my little brother were all born human.'' said Jase.

"Yeah Hex said they are normal humans.'' said Jase. "I'm the only one that inherited my grandpa's power.'' stated Jase. "And Hex said he came here to drain me of my powers.''

"But how did you find out about your grandfather being an Anodite.'' asked makarov.

"MY grandpa was part of the intergalactic law-enforcement organization called the plumbers her was a magister. I found my grandpa's plumber badge when I was 13. And when I touched it, it sent out this signal that called some plumbers my grandpa knew and well after a little misadventure I was invited into the intergalactic law-enforcement organization that is the plumbers there I learned about my Grandpa and everything.'' said Jase.

"And I believe if he saw you now he would be proud to have someone like you for a grandson.'' said Ben.

"I believe so to.'' said makarov. "For now I feel you must be careful cause if they are as dangeruse as you say and are indeed after you. You must be careful.'' said Makarov.

"I shall master.'' said Jase.

"Good now go Find Orin and Malex before they get into major trouble.'' said makarov.

Jase and Ben both went to look for their new guild mates.

"Things seem to have taken a turn for the worse.'' said Makarov. "These people Ben and Jase described if they are as powerful as they say then we are in real trouble. And the things they told him about Anodite's. And Jase being one of them just what kind of other beings are in their universe, a part of him wanted to go there and see.

**Some time later.**

Ben and Jase decided to split up to cover more ground.

"Man were are they.'' said Jase.

"Need some help.'' came Erza's voice.

"Ha Erza what are you doing here.'' asked Jase.

"I was wondering around thinking and then I saw you and decided to see what you were doing.'' said Erza.

"Well Orin and Malex have wondered off and Master Makarov told me to find them.'' said Jase as they herd someone yell out in pain.

"What was that.'' said Jase as they fallowed it to find Laxus attacking an injured Gajeel. While Levy, Jet and Droy were watching.

Laxuc attacked Gajeel again and again. Seeing this reminded Jase of how things were for him when he was younger.

"That is enough.'' said Jase as he went **Speetah **and ran at Laxus and then he went **Crabdozer **and headbutted him.

"You OK there Gajeel.'' asked Jase.

"Yeah thanks.'' said Gajeel.

"Hey you 3 idiots what is the matter with you why did you not help him.'' asked **Crabdozer**.

"Well we were.'' said a nerves Jet.

"To chicken shit to do anything or were you involved in this by any chance.'' asked **Crabdozer **.

"Well me and Droy maybe did attack him a bit while he did not fight back.'' said Jet.

"What.'' said **Crabdozer **as he went **ULTIMATE Crabdozer **as he walked up to them and grabbed them in his claws.

"Well he did beat us down like dogs and all.'' said a scared Droy as Jase slammed him to the ground.

"So what he attacked and hurt me and Ben but you don't see us attacking him.'' said **ULTIMATE Crabdozer**.

"Jase calm down.'' said Erza.

"Ill calm down right after I teach these 2 a little lesson.'' said **ULTIMATE Crabdozer**.

"Hey what did we do.'' asked Jet as he was almost crushed by **ULTIMATE Crabdozer **clawws.

"Attacking someone who did not fight back and then did nothing as he was almost killed. You claim he is bad news but are you any different you seem to have stooped to the same level you saw him as.'' said **ULTIMATE Crabdozer **as slammed them to the ground.

"There is one thing I have no tolerance for and that's bullies which is what you asswipes and Laxus were to Gajeel,'' said **ULTIMATE Crabdozer **letting what he said sink in and they started to feel bad.

"He is right you both have shown inappropriate behavior.'' said Erza.

"Look out.'' said **ULTIMATE Crabdozer ** as he knocked everyone out of the way as a lightning bolt came at them. and He blocked it with his arms.

"BEAST KING.'' came Laxus voice as he approached them.

"I got a score to settle with you.'' said Laxus ''Thunder Bullets.'' Laxus said as he created a sphere of lightning around his right hand. from which a barrage of small, yet destructive lightning orbs is fired towards **ULTIMATE Crabdozer ** who went back to **Crabdozer ** then went **Clobber turtle **and who absorbed it into the spike on his back and sent it back at Laxus who was sent flying.

"That is it.'' Yelled Laxus as he charged at **Clobber turtle **who went intangible and Laxus went right through him.

"What in the.'' said Laxus as **Clobber turtle **hit him with his tail sending him into the ground.

"I'M GOING TO KILL YOU, YOU BASTARD.'' Yelled Laxus as he got and charged at **Clobber turtle**.

''**Lightning Storm**.'' Said Laxus placing his hands before him a few inches away one from the other, his palms open, Laxus can generated a sphere of electricity in the space between them, which rapidly grows larger in size. It then sent out lightning bolts of various size at **Clobber turtle **who absorbed it and sent it right back.

"Give it up Laxus or else.'' said **Clobber turtle**.

"OR ELSE WHAT.'' asked Laxus as he foamed from the mouth.

"This.'' said **Clobber turtle **as he went **Panuncian **then created 23 copies of himself then the copies turned into every predator and ultimute predator Jase had shown the members of fairy tail as the **Panuncian **that was Jase **ULTIMATE ****Panuncian**.

Gajeel, Levy, Jet, Droy, and even Erza and even Laxus were shocked beyond words they had never seen anything like it.

"OK boys kick his ass.'' said **ULTIMATE ****Panuncian **as they attacked Laxus and beat him to a bloody pulp. Then merged back together.

"Man head rush.'' said Jase. He then looked at Gajeel, Levy, Jet, Droy, and Erza. Wwere still recovering from what they saw.

A injured lay on the ground till the charm in his hand started to glow and up he got.

"This is not over.'' said Laxus as he got ready to attack.

"Jase look out.'' said Erza as she got infront of him. Then called forth her Lightning Empress Armor.

''**Lightning Explosion**.'' Laxus gathered a large amount of lightning in his fist and then punched the ground, engulfing Erza in a torrent of lightning.

Normaly the Lightning Empress Armor would have protected Erza. But the charm in Laxus hand made Erza's armor almsot useless.

"Aaaaaaaaaaaaauuuuuuggggggghhh.'' Screamed Erza in pain as she fell and her armor shattered to pieces. And she fell into Jase arms.

"Why Erza that was ment for me.'' said Jase.

Erza just smiled then leaned up, and kissed Jase on the lips before falling back down.

"People do crazy things when they are in love.'' said Erza as she passed out.

Jase lay Erza down and walked slowly up to Laxus.

"Oh I have been waiting for this.'' said Laxus as he charged at Jase with his right fist covered in lightning.

''**Lightning Punch**.'' Yelled Laxus as he threw the punch. Jase eyes glowed red and a red force field appeared around him and blocked the attack.

"WHAT.'' yelled Laxus as several bullets made of energy shot from it. And hit Laxus.

"You have made a grave mistake Laxus.'' said Jase as a huge amount of magic energy erupted from him.

Gajeel, Levy, Jet and Droy were left shaking they had never felt such power.

Jase suddenly turned into a red and yellow Anodite with white eyes.

"What is this.'' said Laxus not ever seeing anything like it in his life.

Jase then held out his right hand and sent out a large red blast at Laxus that really injured him. But the charm in his hand absorbed much of it.

"OK just what the hell is going on here.'' asked Gajeel.

"I have no idea.'' said Levy.

"OK now I have had it.'' said Laxus as he got into a stance that Left Levy, Jet and Droy pale with fear.

"NO laxus not that.'' said Droy.

"Yeah are you trying to kill him.'' asked Jet.

"NO laxus not that not **fairy law**.'' said Levy.

"**fairy law**." said Gajeel having hurd of that spell.

A ball of energy started to form between Laxus hands.

"**fairy law**." said Laxus as Jase got infront of Laxus. Then held out his right hand and absorbbed the ball of energy. Then punched Laxus sending him flting a few feet.

"Oh man what the hell is he.'' asked Gajeel.

Laxus shot up and threw 2 punches at Jase who caught them with ease then blasted Laxus with a eye beam sending him back to the ground.

Jase then without warning changed back and blacked out.

"Oh man Jase you ok man.'' called out Gajeel.

The charm in Laxus healed some of his injuries enough for him to get.

"I'm going to enjoy getting rid of you when I take over fairy tail,'' said Laxus.

"**Iron dragon's club**.'' said Gajeel as he turned his left arm into a iron club that extended at Laxus hiting him in the gut.

Then charged at him. ''**Iron Dragon's Scales**.'' said Gajeel who was now covered in scales of Iron. He then head-butted Laxus in the gut.

Laxus responded by Kicking Gajeel into a wall his scales vanished.

"Gajeel.'' Yelled Levy as she ran to him.

Laxus saw it and got ready to blast Levy. But Gajeel came in and took the blast, as he wrapped his arms to protect her.

"Aaaaaauuuggh.'' yelled Gajeel in pain as Laxus kept on attacking him.

"Gajeel please stop. It's ok.'' said Levy hoping he would let go not wanting him to get hurt more.

Jet and Droy were to scared to move.

"Pardon me.'' said someone behind Laxus as he tapped him on the shoulder.

Laxus looked to see it was Orin who then punched Laxus right in the face.

"Duagh you little bastard.'' said laxus who did not notice Malex sneak up behind him and claw him in the back.

"Aaaaahh.'' screamed Laxus.

"Orin, Malex when did you get here.'' Asked Gajeel.

"Right when Beast dude there went all red and yellow.'' said Orin as he ran at Laxus and got ready to strike.

''**Black Dragon's Hard Kick**.'' yelled Orin as his right foot was covered in blue and black energy as he kicked Laxus in the gut.

Malex then grabbed Laxus lifted him over his head then brought him down on his knee.

"Aaaaahh.'' screamed Laxus in pain again. Malex then threw Laxus into a wall.

The charm healed some of Laxus injuries again as he tried to up.

''Should have stayed down.'' said Orin who was now in front of laxus. "**Black Dragon Secret Technique, ** **Black Dragon Chaost fist .**!" said Orin as he started to rapidly punching Laxus over and over. Then picked him up and threw him into another wall.

"Well now I think I'll kill all of you here and now.'' said Laxus. As a blue and black blur came at him and hit him.

Laxus looked up to see **Fasttrack**. He then ran at Laxus and using his superspeed to deliver several dozen punches at Laxus in seconds.

He then **Feedback **and plugged his plugs on his fingers, his antennae, and tail into Laxus and drained him dry of his electrical powers. Then started to kick him a few times in the head. He then went **Fourarms**, grabbed Laxus jumped up and threw him to the ground.

Then went **Cannonblt** rolled up into a ball and landed on Laxus. Then rolled off Laxus and kicked him over on to his back. Then went **NRG **and then grabbed both Laxus wrist and lifted him up. HIs hands then started to glow red as he burned Laxus arms.

"Aaaaaiiiggghhh.'' Screamed Laxus in pain

"I warned you I told you I just might literally kill you and I didn't mien kick your worthless ass till you are a bloody pulp, I might straight up end your life.'' said **NRG**. "And right now I think I will.''

"NO NOOOO stop aaaaahhh stop ahhhhhh no stop stop ah .'' said Laxus as **NRG **did just that and punched Laxus in the stomach then grabbed him by the neck.

"Any last words before I fry your ass along with the rest of ya.'' asked **NRG **as he got ready to kill Laxus.

Laxus just spat some blood at **NRG**'s visor. "You don't have the guts.'' said Laxus as **NRG**'s arm started to glow red and start to burn Laxus nice and slow.

"Hey OK not funny anymore. I mien it stop.'' said laxus as the heat kept on rising and started to burn him.

"Ben stop please don't.'' called out Levy.

**NRG **just looked at her then Jase and everyone else who was injured. He sighed and punched Laxus in the gut, He then went **Waybig **and tossed Laxus right out of town then went back **NRG**.

"OK what happened here.'' asked **NRG**.

They then told him every thing.

"You mien to tell me you 2 did nothing once more you attacked someone who did not try to fight back.'' said **NRG **as he grabbed Jet and Droy by their shoulders and his arms started to heat up.

"Hey we were still mad at what he did.'' said Droy.

"We know we were wrong now.'' said Jet.

"You should not have done it at all he is one of us now. And you over sized children just could not let it go and stooped to the same level you saw him as.'' said **NRG **as he started to burn them. "Once more you stood by and did nothing to help those who fought.''

"Hey easy Ben.'' Said Droy.

"Yeah man seriously. OK starting to hurt now,'' said Jet. "OK please stop Aaaahh please.''

"Stop Ben please we have to Get Jase, Erza and Gajeel to get some medical help..' said Levy.

"Or we could let him fry your pals first.'' said Malex. "I do so love roasted meat.''

"Are you still hungry we already ate before getting here.'' said Orin.

"OK enough your right.'' said **NRG **as he dropped Jet and Droy, and went **Humungousaur**. Then picked Jase, Erza and Gajeel up and carried them back to the guild.

With Laxus.

"Damn it why I thought this was suppose to make me stronger.'' said Laxus looking at the charm in his hand.

"Oh shut up it kept you from dying and allowed you to keep fighting.'' came Hex's voice.

"YOU.'' said Laxus looking up at Hex, as the charm started to glow and cause him pain.

"I see it absorbed some of the boys power not much but it is a start.'' said Hex as he placed his staff on the charm and used it to drain the power it absorbed form Jase attacks. Then transferred it to himself.

"You mean this was about you using me to try and get Beast king's power.'' said Laxus as Hex stepped on him.

"You didn't think I did it out of the goodness of my heart or that I care for your worthless guild.'' said Hex as he then healed laxus injuries.

"Now get up or do you no longer wish to take your grandfather Makarov's place as leader of Fairy tail.'' said Hex as he vanished.

Laxus got up and roared out in rage.

"I will take over the guild then kill those who humiliated me then kick all the weaklings out.'' said Laxus as he went to find his allies the thunder legion.

**Well that's it for now please review. also dose anyone else have any request on couples keep in mind I'm thinking of ways to bring Ester in cause from the looks of things she and Ben are dating in the cartoon now. so anyone else they want to see paired up keep in mind I plan to pair Orin up with Lisanna when i get to the edoles ark and believe me I have such ideas for that. dose anyone have any aliens they want to see in the next chapter by which I mien aliens from the cartoons they like. Like Heatblast or Wildvine any aliens from the cartoon they want to see.**

**Till next time ****this is myzor king of war signing out**


	20. Chapter 20

Chapter 20.

**OK everyone here it is Chapter 20 in this chapter Laxus is now ready to make his move to take over Fairy tail.**

**Any way on with the story.**

Jase woke up in the infirmary. He looked around at first not remembering how he got there then remembered.

"Glad to see you are awake.'' Came Makarov's voice.

"Master Makarov.'' said Jase.

"I herd about what happened. Please I'm sorry for my grandson's behavior.'' said Makarov bowing to Jase.

"Your not to blame for your grandson's behavior.'' said Jase.

"Maybe but there is no exuse for what he did, and he will be punished for it.'' Stated Makarov.

"How are the others.'' asked Jase.

"They are fine a bit banged up still but they will live.'' Said Makarov. "Also I herd about what happened when you fought Laxus, and Ben tolled me that from what he gathered you turned into a what did you call them Anodite's.'' asked Makarov.

"Yeah tho for some reason it is mostly all a bluer, one moment I remember the next I don't.'' said Jase. "It's like waking up after a dream at first I remember it then it fades away.''

"Hmmm that is a problem tho the others are making quiet a bit much about it.'' said Makarov.

"How dare I ask.'' asked Jase not shore he would like the answer.

"You stopped Laxus from doing Fairy law one of the 3 spells known only to our guild. You absorbed it's power something I never once though possible.'' said Makarov also not believing it. "Tho Ben told Me that for Anodite's that kind of thing is possible. That energy attacks and spell can not harm Anodite's,'' said Makarov.

"I have seen many wizards in my life but none have the power you do it's like your a god.'' stated Makarov.

"Yeah but I have yet to fully master my powers yet.'' said Jase.

"Calm down my boy you will.'' said Makarov.

"No you don't get it it takes an Anodite 75 years to fully master their powers.'' stated Jase.

"75 years.'' asked a shocked Makarov.

"Yeah and in order to do that I would have to give up what ever amount of humanity I have and become a complete Anodite. Which would grant me eternal youth and I could then have all the time in the world to master my powers.'' stated Jase. "Plus I would be forced to watch you and everyone else all age and pass before me while i stay the same.''

"It sounds like it's best you stay as you are.'' said Makarov as Jase looked at him.

"Power is OK but can it compare to friends and family. Power might make us feel strong but alone it is ridged, friends and family are true power, and as far as I'm concerned any thing that might require you to give either up in any way is not worth it.'' said Makarov. "Power might seem nice but will it bring you the kind of happiness Friends and family will give you. will it.''

"Master I think I would rather stay me but I would like to learn to master some of my powers. Cause a part of me always wondered what being a wizard would be like.'' said Jase.

Makarov gave a big smile and jumped on the front of the bed. "Well now you couldn't be in any better place to learn.'' said Makarov. "And I for one would like to be your teacher.'' said Makarov. "We will start once you have fully recovered.'' said Makarov as he went to the door.

"I'll let the others know you are awake.'' said Makarov.

Jase just laid down as Makarov left the room. When Makarov opened the door there stood Ben.

"Jase oh man your up finely.'' said Ben as he came in.

"Yeah I hope I didn't miss much.'' said Jase.

"No you were just out for a day and a half.'' said Ben.

"So how is everyone else.'' asked Jase.

"Great Cana and Erza have each taken turns visiting you.'' said Ben.

Before they could say anything more the door of the infirmary was blown off.

"What in the hell.'' said Ben.

"Jase fight me.'' came Natsu's voice.

"Natsu are serous. Jase is still resting.'' said Ben.

"Yeah and if he is gonna fight anyone it's me.'' said Gray.

"OK that is enough.'' said Ben as he activated the Omnitrix and went Brainstorm and shocked them with an electrical blast stunning them. He then went. **Gravattack**, then used his gravity powers to spin Natsu and Gray around and sent them out the door.

"Man some times they can be a real pain.'' said **Gravattack **as he changed back to Ben.

Erza and Cana then came in.

"Jase are you alright.'' asked Cana.

"Did Natsu and Gray try to attack you.'' asked Erza.

"They tried but Ben took care of them.'' said Jase as Ben smiled and bowed.

"And as to weather I'm alright or not right now I just wanna sleep.'' said Jase as he laid down.

"Yeah rest up we will make shore no one bothers you.'' said Ben as he, Cana and Erza went outside to stand guard.

**Near Magnolia**.

Laxus sat under a tree.

"Where the hell are those 3.'' said Laxus. "They should have all gotten here by now.'' He said as 3 figures approached him.

It was Freed, Bickslow and Evergreen, the members of the Thunder Legion.

"It's about time you got here.'' said Laxus.

"We are sorry Laxus please forgive us.'' said Freed.

"Yeah sorry man our bad.'' said Bickslow.

"Our bad, our bad, our bad.'' said The wooden dolls.

"So are we ready to finally take over fairy tail.'' asked Evergreen

"Yes however there are 3 you are to leave to me.'' said Laxus as 3 Lacrimas floated in front of him and showed them Jase, Ben and Orin.

"Hey aren't they 3 of the new members of the guild.'' said Bickslow.

"New members, New members.'' said The wooden dolls.

"Yes you are right.'' said Freed.

"I herd that each of them is stronger then Erza.'' said Evergreen.

"Yes they have each beaten her in fights. All 3 are powerful, you are to leave them to me.'' said Laxus.

"If I may Laxus. Why don't try and get the 3 of them to join us if they are all as powerful as you say they are then we could use them.'' said Freed.

"Yeah I've herd what all of them can do. It would be a big waste to get rid of such powerful mages.'' said Bickslow.

"Big waste, big waste, big waste, big waste, big waste,.'' said the wooden dolls.

"Yes like the beast king here,'' said Evergreen looking at Jase.

"Powerful or not they are to much for either of you to handle, so leave them to me.'' said Laxus

"Come on Laxus let's at least try I wouldn't mind this one.'' said Evergreen looking at Jase again.

"Fine if you can get any of them to join then do it. If not then they will fall like the rest,'' said Laxus as he got up and left.

"We make our move tomorrow so be ready.'' said Laxus as he left.

**Some time later.**

Jase was now up and about. Tho when he did everyone in the guild was all over him asking him questions till Erza got them to back off.

Jase was sitting at the bar chugging down a nice cold beer, enjoying a nice moment of relaxation. No one trying to fight him. No one messing with his head. Nope. Just him and his delicious beer.

However, the moment of relaxation was interrupted when he heard someone approach him. "Well now, who do we have here?" a voice said.

Jase sighed then turned to the source of the voice. The first thing He saw was a pair of very large breast that was barely held by a green dress. He saw the Fairy Tail mark on the woman's right breast.

Jase blinked and blushed a bit. This woman was attractive, but the reason for his was blushing was because her breasts were right in front of him. It was Evergreen.

"Um…hi," Jase said. He looked at the woman, that was in front of him, more and didn't recognize her. "Um…I'm sorry, who are you? I've never seen you before."

Evergreen just smiled and chuckled a little. "No need to apologize. You are still new to Fairy Tail after all. My name is Evergreen." Said Evergreen.

"Nice to meet you Evergreen, I'm Jase Lee. I don't think I've heard of you. Are you part of a team?"

"Why yes I'm part of the Thunder Legion, the strongest team in Fairy Tail." Said Evergreen.

'_The Thunder Legion? Why have I not heard of them either?' _Jase wondered.

"And I must say I'm glad to meet the famous beast king.'' said Evergreen. ''Anyways," Evergreen continued, still smiling, "I just came by because I wished to ask you something."

Evergreen then sat in Jase lap and leaned closer with her breast pressed against Jase face as Jase leaned back on the bar counter.

Jase blinked. "W-w-w-what w-w-w-would that be?"

Evergreen leaned in with her breast inching closer to his face, causing Jase to blush.

"Would you care to join me and my team on a mission?" Evergreen asked as she leaned in and nibbled a bit on his left ear.

Meanwhile, Erza was heading toward the bar area. She then saw Evergreen and Jase and froze on the spot.

Erza noticed how very close Evergreen was to Jase who was subtly leaning away with a light blush. When she heard Evergreen ask Jase to join her team on a job.

Without a word, Erza headed straight for the them.

"Uh…well…the thing is…uh," Jase stammered, unsure of how to respond. He, knew that Evergreen was flirting with him for some odd reason. But asking him to join her team? Didn't she know that he was already part of one?

"He's already is part of a team and he is going on a job with me." Erza stated.

Jase looked to see Erza standing before them, with a pissed off look on her face. Jase didn't know whether to feel grateful for Erza saving him or frightened, probably both.

Evergreen turned away from Jase and shot a nasty glare at Erza. "Titania," Evergreen said with resentment in her voice. "What do you mean he's going on a job with you?"

"As I said, he's already part of a team and he is going on a mission with me.'' Said Erza.

The two women starred at each other with obvious scorn. Jase was stuck in the middle, looking between the two in confusion.

A moment passed as Evergreen and Erza continued to glare at one another in ire. Finally, it was Evergreen who backed down.

"Whatever," she snorted, "I need to get ready anyway." Evergreen then smiled at Jase. "Maybe next time, cutie."

Jase was left confused as to what just happened.

Without another word, Erza grabbed Jase by his jacket and dragged him off.

"HEY! Watch the Jacket, Erza!" Jase shouted, but his protests fell on deaf ears.

When Jase and Erza got outside, Jase pulled erza's hand off of his Jacket. He straightened up his Jacket and gave Erza a serious look. "Okay," he demanded, "I need an explanation, now."

Erza sighed. "Very well, you're going on a job with me."

Jase blanked. "Since when?"

"Since a minute ago," she replied. "I wasn't going to allow her to steal you away from our team. I needed something to convince her that you weren't available."

"So, You lied to her?" Asked Jase.

Erza smirked. "I wasn't lying about that, Jase. You will be going on a mission with me."

"OK when.'' asked Jase.

"After I win the miss fairy tail modeling contest.'' stated Erza filler with confidence.

"Who else is entering.'' asked Jase.

"Lucy, Bisca, Levy, Juvia and Cana.'' said Erza.

"Hearing that Cana was going to be in it made Jase want to see it.

"Well I'm off to get ready.'' said Erza as she went to get ready.

"Man things never stop getting wierd around here." said Jase.

"Hey Jase.'' came Ben's voice as Jase looked to see Ben.

''What are you doing out here.'' asked Ben.

''Dude you would not believe the shit that just happened to me.'' said Jase.

"Try me.'' said Ben as Jase started to tell him.

**Some time later**.

Lucy walked into the guild. It was another day in Magnolia, but today was special.

_(Flashback)_

_"Are you going to participate in the modeling contest?" Levy asked._

_"What modeling contest?" Lucy asked in her own right. Levy smiled, as she reached under the counter, and held up a magazine that showed Erza._

_"On every Fantasia Festival, the girls of Fairy Tail get together for a modeling contest," Levy explained," The winner gets two hundred thousand jewels!" That was when Lucy really perked up._

_"Did you say two hundred thousand jewels!?" she asked, as jumped up.  
_

_"Yeah," Levy answered with a nod._

_"Then you can guarantee that I'm going to be coming!" Lucy declared._

_"Good luck," Levy said with a smile," I'm going to be competing to. Though Mirajane and Erza are going to be competing."_

_"Well that doesn't bolster confidence," Lucy said, as she slumped on the stool._

_(End Flashback)_

"I've got to win that prize money!" she declared. And, in all probability, she had the best reason for wanting it. She was running rather low when it came to rent, so she definitely needed that money. Unfortunately, Erza and Mirajane were also supposed to be competing. That probably put Lucy at more than a little disadvantage.

Putting those thoughts out of her head, she headed to the guild. When she got there, she saw that everyone in the guild was setting up for the contest, as well as the festival itself. Lucy saw a lot of people talking with enthusiasm, and she saw Erza, so she headed over to her.

"Erza!" she called. The red head looked up, and saw the blonde coming over.

"Lucy!" Erza said," Welcome!"

"Everyone seems to be excited for the festival," Lucy said looking around.

"It is one of the most popular events in the guild," Erza said," Everyone in Magnolia has been looking forward to it." Lucy looked around.

"were are Natsu, Happy, Gray, Jase and Ben.'' asked Lucy.

"They are inside waiting for the show to start.'' said Erza.

**with Orin and Malex.**

Orin and Malex were by themselves eating.

"Man I don't get why they are all getting so worked up over all this.'' said Malex.

"Who knows and who cares.'' said Orin as he kept on eating.

"Hey you smell something.'' asked Malex.

"Yep and I don't like it.'' said Orin as they finished eating and went to see who or what it was.

**with the girls**

The contest was about to begin, and all the participating girls were getting ready. Lucy jumped from foot to foot backstage, feeling nervous.

"Relax," Levy said, as she walked up next to Lucy, and patted her on the shoulder," The worse thing that can happen is that you won't come in first."

"Given my current financial situation, that could be pretty bad," Lucy said, as she slouched. Levy chuckled.

"If you are so concerned with money," she said," You could take more missions."

"I don't think I'm good for solo missions," Lucy said, as she slouched. Levy gave a mischievous grin.

"Are you saving your missions for Natsu?" she asked.

"Levy!" Lucy cried, as the blue haired girl walked away, chuckling.

**with the others**

"Ladies and gentlemen of Fairy Tail!" Max announced from the stage," Let me be the first to kick off the festival!" The whole guild cheered.

"And what festival would it be without some competition?" Max said," So let's get cracking with the Ms. Fairy Tail contest!" The guild, mostly the guys, cheered again.

"First up, we have the Mistress of Cards, Cana Alberona!" Max said. The auburn haired woman took the stage, with a pose, and a grin. The men whistled and roared at her appearance.

"You're wooed now, huh?" Cana said, her grin turning mischievous," Then you haven't seen anything yet!" With that, her cards floated around her, before glowing, and consuming Cana in light. When it faded, Cana was now in a two piece bathing suit.

"Hate to start the contest off so highly!" Cana declared, with a wink. The men cheered again.

Cana saw Jase eying her and he looked aroused big time. Cana winked at him making Jase blush.

"Up next we have the Woman of Water, Juvia Lockser!"

The young blue-haired woman came up, wearing her general attire.

"I will dedicate this to you, Gray!" Juvia said, as her body was then swallowed by water. When she emerged, she was in a bathing suit. The men were as wooed by her they were with Cana.

"For crying out loud, Gray!" Macao said," Why haven't you taken Juvia yet?"

"No kidding!" Elfman said," A real man knows when to take his woman!"

"That girl is not my woman!" Gray declared.

"But I bet you would love to get under the ice with her.'' said a grinning Ben.

"Ben you to.'' asked Gray as the others went woo at what Ben said.

"Coming up next is Transformation Mage Extraordinaire, Mirajane Strauss!" Max said, as he held out his hand. Mirajane came out with a smile on.

"Hello everyone!" Mirajane said, with, before she held up her arms, and her body glowed. When the glow went away, Mirajane had turned into a cat girl.

"Meow," was all she said, as the guys howled.

Ben went **Blitzwolfer **and howled as well.

"How am I going to top that?" Lucy groaned from back stage. From next to her, Erza smirked, as she patted Lucy's back in what was supposed to be a supporting way. Unfortunately, there was too much force. As Lucy managed to get up from the ground, Erza jumped over her.

"Up next is Fairy Tail's Titania, Erza Scarlet!" Max said. Erza held up her arms, and spun, as she literally glowed. When it faded, she was in Gothic Lolita.

the guys all howled.

"I think they want more.'' said Max. "what do you say.'' asked Max as the crowd said yes.

Erza jumped up and glowed then there was a bright flash.

When the flash faded away, Erza was now wearing a long white apron that was tied behind her neck and back, worn over her bare chest, and revealed much of her breasts' sides. She had adorned a pair of long fishnet stockings that reached up to the middle of her thighs, pair of dark panties that exposed much of her ass, and a maid's hat. Ribbons were tied around her arms, and sported heart-shaped elbow guards. In her right hand was a sword with the words "Come on Boy" emblazoned on the blade. It was Erza's Seduction Armor.

"How about this?" Erza asked huskily.

The females members of Fairy Tail, , were all shocked. Their jaws had dropped to the ground.

While all of the men were left dumbstruck and starred at Erza in a hypnotized manner with drool trailing from their mouths. The sounds of wolf whistling could be heard from every corner of the crowd.

Jase was left unable to say anything as he felt like that Erza was trying to make all the men wanna do her. Erza then looked at Jase and winked at Jase who blushed big time.

Erza then changed back to her Gothic Lolita.

"Have mercy," Lucy moaned, nearly banging her head on the floor.

"Up next, we have our little bookworm, Levy McGarden!" Max said.

"Go Levy!" Jet and Droy roared from the audience. Gajeel was watching Levy.

Levy then winked at Gajeel who blushed.

"What's with you Gajeel. And what was all that about?" Gray asked.

"Nothing," Gajeel quickly said.

"They liiike each other," Happy said. The answer Gajeel gave Happy was a punch to the face.

"Up next, is the cowgirl Bisca Mulan!"

Bisca took the stage with her rifle.

"I'm going to show you all a scene!" Bisca declared, as she held up four coins and threw them into the air. She then pointed her gun, and fired once. Bisca then held up her hand, and caught the coins. Each one of them had a hole in it.

"Go Bisca!" Alzack said. Bisca winked at him.

After Bisca went backstage, it was Lucy's turn. She took a breath, and got her keys out.

"And last but without a doubt not least, is one of our newest member, Lucy Heartfi…," Max began.

"NO!" Lucy screamed, as she jumped out," Don't say my last name!" After that, she took a pose with one of her keys.

"Open Gate of the Maiden Key Virgo.'' said Lucy as Virgo appeared in a two piece bikini and posed with Lucy.

The audience cheered, as Lucy smiled, starting to feel hope again.

"Well, that's everyone," Max said," Now the judges…"

"The victor has been decided!" a new voice said, as a green form dropped down. When people looked, and saw Evergreen.

"Evergreen?" Max said.

"When did she get back?" Wakaba asked.

"What are you doing?" Lucy demanded. Evergreen just smirked at her, and put her hands on her glasses.

"Lucy, look away!" Gray yelled.

Evergreen took off her glasses, and looked into Lucy's eyes. In an instant, Lucy was stone.

"What the hell did you do to her you witch.'' said Ben.

"What else I turned her to stone.'' said evergreen.

"What is the meaning of this, Evergreen?!" Makarov demanded as he jumped onto the stage.

"No need to get riled up," Evergreen said, as she adjusted her glasses, "I am just doing what I was told." With that, she gestured, as the curtains rose. When they did, it revealed all the competing girls were in the same state of Lucy: solid rock. Even Erza and Mira were caught in Evergreen's deadly gaze.

"Bisca!" Alzack cried.

"Levy!" Jet and Droy cried together.

"Juvia!" Gray said.

"Mira!" cried. Elfman.

"What have you done?" Makarov roared.

"We have our orders," Bickslow said, as he materialize before them.

"Orders! Orders!" Bickslow's dolls chanted.

"From who?" Makarov said, as he clenched his fists.

"It should be obvious," Freed said, as he dropped from the ceiling, "There has only ever been one who we are willing to follow."

"Stop stalling!" Makarov yelled, "Why are you here?"

"Simple!" a fourth voice said.

"Is that…," Max said slowly. A bolt of lightning then struck down onto the stage. When the dust cleared, the one standing there was none other than Laxus.

"Laxus!" Makarov said.

"That's my name!" Laxus said, "But is that anyway to greet one of your S-Class?" He looked around.

"Quite a crowd around here," he said, "Though it is the Festival."

Makarov's body began to shake, as he suddenly, and almost literally, exploded. He grew to giant size, as he looked down at the blonde mage.

**"Turn them back or else!"** Makarov roared, as he held up his enormous fist.

"I'd say 'or else what', but I know what the alternative is," Laxus said, as his eyes flashed. Light then gathered up above them. In, literally, a flash of light, a bolt of electricity shot down towards Lucy.

"Lucy!" Happy cried. Fortunately, it hit the ground mere inches from Lucy. But everyone knew that was no accident. If Laxus wanted that to hit Lucy, it would have. Laxus then slung an arm around Lucy's shoulder.

"So, I think the point is made," Laxus said, "These girls are my liability."

"Liability?" Wakaba echoed.

"Precisely," Laxus answered, "Let's just say I can't guarantee their safety, if my demands aren't met." He then leapt back, to join the rest of his team.

"Besides, its not like its complicated," he explained, "The last one standing, is the strongest!"

Those words set in around the whole guild, as they all stared at the blonde haired man. The silence was suddenly broken by Makarov, as he roared, and charged. Laxus just grinned, as he lit up. A light brighter than almost anything the guild had seen before filled the entire guild, blinding everyone briefly. When it faded, and the people could see again, Laxus was gone.

"Let the battle begin!" Laxus voice broke out. It didn't take long for people to take up the challenge.

"Those bastards!" Elfman said, "I'm going to make them pay for what they did!"

Alzack stayed at the stage, and looked at the statue that was at one point, Bisca.

"I'm going to save you Bisca," he declared, "No matter what!" After that, he charged after everyone else.

"That damn brat!" Makarov cried, as he shrunk back to his normal size, "I'll show him what happens when you mess with me!" He then ran towards the door, only to run face first into what looked like thin air.

"What the…," he grunted.

"Stop fooling around, already Gramps!" Natsu said, as he stood in front of Makarov.

"Who's fooling around?" Makarov responded, as he pushed against the force, "There's an invisible wall here!"

"You kidding?" Gray asked, as he jumped inside, and outside the guild hall, "There isn't anything at all! Let's go!" He then grabbed Makarov's arms, as he started to tug. However, no matter what he did, there was nothing he could do to push through the barrier.

Eventually, runes lit to life in the air.

"Those ruins," Gray said.

"Freed," Makarov growled, "This is his doing." Sure enough, the entire door way was glowing with the red symbols.

"Some kind of enchantment," Makarov answered, "Nobody can leave without Freed's consent. Looks like the girls aren't Laxus' only liability."

"Those ruins say that stone statues, and people over eighty can't leave," Gray said, before blinking, and looking at Makarov, "You're that old?" The answer he got was a giant boot to the rear.

"Get fighting!" Makarov said, "I need to figure this out!" Gray rubbed his head, as he looked back into the guild.

"Alright I'm all fired up.'' said Natsu as he ran to the exit with a "bang", Natsu slammed against the barrier.

"What is this?" Natsu asked.

"OK this is really bad.'' said Jase.

"Totally.'' said Ben. "We have to go out there without one of our heavest hitters.'' said Ben.

"What the hell?" Natsu said, as he stepped back, rubbing his head, before slamming his fist against the barrier.

"Are you over eighty?" Happy asked.

"Of course not," Natsu answered, as he looked over the barrier, "But no enchantment can stop me!" Natsu then gathered up energy in his fist.

"One blast should do it," he said, as he got ready to release the energy.

"Stop this minute!" Makarov declared, as he jumped in front of Natsu.

"Why?" Natsu asked, blinking.

"Do that, and the opposing force could shatter the girls completely," Makarov said, "I for one, I am not up for taking that risk! Besides, Freed's runes are stronger than you may give them credit for."

"Then what are we suppose to do," Natsu said.

"I do have one, as a matter of fact!" Makarov said, before looking towards Reedus," Find Porlyusica! She might have something that can reverse the effect of Evergreen's magic."

"Okay!" Reedus said, as he drew the image of a chariot onto his gut. It then sprung to life, and Reedus jumped onto it, and road away.

"If he fails," Natsu said, "I am going to try to force the barrier down no matter what."

"Not if I have anything to say about it," Makarov answered.

**(in Magnolia)**

"Where did that bastard go?" Alzack growled, as he tightened his grip on his pistol.

"Alzack!" Jet and Droy called, as they ran over.

"Have you seen any of them?" Alzack asked, turning to face them.

"Not a trace," Jet answered," Though when they don''t want to be found, they won't be."

"Of all the times for Natsu to be gone," Droy said.

"I'll be damned if I let Natsu be the only one who saves those girls," Alzack said, narrowing his eyes," So I need to find Laxus!" He then ran down the street, before slamming into yet another barrier.

"What the hell?" he said as he peeled his face off the "wall". Criss-crossing the barrier, were glowing red runes.

"If I had to take a guess, I'd say that's one of Freed's enchantments," Jet said. As the two looked over the wall, a set of sudden fear suddenly dawned on them. It was not the barrier itself that caused it, it was the runes that crossed along it. They read: _If two or more people come within these runes, then they must fight until only one is still capable of fighting_. This would only mean one thing.

"We have to fight," Droy said slowly.

**(at Fairy Tail)**

Back in Fairy Tail, the wall that prevented Natsu and Makarov from leaving had also lit up with runes. The runes read _Fight: Alzack vs. Jet vs. Droy_.

"What's that?" Happy asked.

"Laxus is adding new rules to this conflict," Makarov said, "Though I'm not sure why."

"I do," Ben said slowly, as he narrowed his eyes.

**(in the center of Magnolia)**

From the top of the church in the center of town, Laxus stood on top of the bell tower. From his view, he could see almost all parts of the town. All around, he could see people trapped within Freed's barriers. He was smiling cunningly.

"The only way to ensure that we rise to the top, is if we have strong mages," Laxus mused, "The best way to obtain strong mages, is to…"

**(at Fairy Tail)**

"… fight to the last man," Ben said, "That is his ultimate plan."

"That's crazy!" Happy said, "Good thing Lucy isn't here."

"Good thing she didn't hear you say that," Natsu said.

"Laxus!" Makarov growled, his voice dangerously low.

**(in Magnolia)**

"Damn them!" Jet said, as he slammed his fists into the wall, "What are we supposed to do?"

"Any ideas Alzack?" Droy asked, as he turned. However, the gun mage was standing perfectly still, his eyes obscured by shadows.

"What's with you?"

"Bisca," he said softly.

"What?" Jet said.

"I've got to save Bisca." With that, Alzack held up his gun.

**(at Fairy Tail)**

The fight apparently didn't take long. Soon, the runes changed, saying_ Victor: Alzack_.

"Can't say I'm surprised," Natsu said, "Those two always struck me as being rather feeble."

"Now's not the time!" Makarov snapped, "We need to figure this out."

"I still stand with the idea of simply trying to blast through the barrier," Natsu said, folding his arms.

"Not a chance," Makarov said, as he looked directly at Natsu.

"Hey keep it down I'm trying to sleep.'' came Gajeel's voice as he got up.

"Gajeel.'' they all said.

"Yeah what I was sleepy.'' said Gajeel.

**(somewhere in Magnolia)**

"Purple Rain!" Macao said, as he held up his hands. Blasts of purple fire zoomed through the air. Wakaba rolled out of the way.

"Smoky Fists!" he said. With that, the smoke from his cigar, formed multiple fists. They then shot themselves at Macao. Macao threw up his arms, as the fire attempted to block the fists. While most of the damage was absorbed, the fists' sheer force leaked through. This pushed Macao away.

"Purple Beam!" Gathering up the fire over his head, he then blasted it at Wakaba. The smoker tried to create a shield of smoke, but the more powerful fire managed to break the wall. Wakaba was blasted into the nearest building, sending the citizens of Magnolia scattering.

_Victor: Macao_

**(at the edge of Magnolia)**

Reedus dropped off his chariot, as the magic finally wore off.

"Of all the times," he grumbled, as he started running, only to slam into a barrier. That only meant one thing.

"I'm afraid this has to be kept in the borders," Freed said as he gracefully landed on the ground behind Reedus.

"Freed!" Reedus said as he quickly stood up.

"Laxus wants this to be a strictly Fairy Tail affair," Freed continued, as he drew his sword," That said, we can't have you alerting Porlyusica, or anyone else on the outside."

**(at Fairy Tail)**

_Fight: Reedus vs. Freed_

"Oh no!" Makarov said.

"This is bad.'' said Ben.

"Very said Jase.

"You should have expected this," Natsu said, "Laxus is smart enough to expect things like this." In almost an instant, the runes changed to _Victor: Freed_.

"Big surprise," Natsu said, as he took a stance, "Now we do it my way!" Suddenly, Makarov jumped in front of him.

"Stand down," he said darkly.

"Natsu, if you…," Makarov began.

"What about Gajeel?" Happy interrupted. Both turned to Happy, who was pointing. Emerging from behind the counter, his mouth full of silverware, was Gajeel.

"Why are you eating all the utensils!" Makarov cried in dismay.

"Gotta keep my strength up," Gajeel said, grinning, "Don't worry, I'll handle this."

With that, he started to head towards the door, intent on settling the conflict. Unfortunately, fate had different plans. With the exact same "BANG" as Natsu made, Gajeel slammed into the barrier.

"What's going on?" Gajeel said, as he punched the barrier, "Why can't a I get through?"

"Well, there goes that plan," Natsu said, "Does anyone have anything else, because if not…"

"Yeah me and Jase.'' said Ben.

"We will go and fight them, and save everyone.'' said Jase as he and Ben exited the building.

"Be careful.'' said Makarov.

"You won't last long alone.'' came Orin's voice as they all looked to see him and Malex.

"Orin, Malex a man, I can't believe I'm saying this but man am I glad to see you.'' said Ben.

"Yeah now we can really beat them.'' said Jase.

"Hey how come they get to fight.'' said Natsu.

"Cause they were outside when this enchantment went up.'' said Gajeel who punched Natsu in the face.

"OK let's get moving.'' said Ben.

**OK that's it for now please review. sorry if it is not much but I will try to do better in the future. Also can you please try to get other people to read this.  
**

**Who wants who to fight who let me know. Tho I must point out no Ben vs Jase or Ben vs Orin or Orin vs Jase or any of them against Malex.**

**Till next time this is Myzor king of war signing out.**


	21. Chapter 21

Chapter 21.

**OK everyone here it is Chapter 21 thanks for your patients. any way on with the story. **

Ben, Jase Orin and Malex walked through town and saw a number of their guild mates were all over the ground.

"Man this has to stop.'' said Ben.

"And here I thought everyone in Fairy tail is one great big happy family.' said Malex.

"Dosen't seem any better then Phantom lord.'' said Orin.

"Look we get how this seems. But this is the cause of one man and his crew, the rest of us aren't that bad.'' said Jase.

"Yeah so let's just find these asswipes and stop them.'' said Ben.

Ben, Jase and Malex slammed straight into a barrier.

"What in the.'' asked Ben as Orin was on the other side.

"Orin hold on we will get ya out.'' said Malex.

Alzack soon came around a corner.

**At the guild**

Natsu was trying once more to smash his way through the enchantment.

"Give it up dombass your not getting through.'' said Gajeel.

"Better then waht you and Gramps are doing.'' said Natsu as he looked over at Gajeel, Happy and Makarov who were playing cards.

"This is not easy for either of us Natsu. So please sit down and shut up.'' said Makarov.

"Man how come everyone else gets to fight but me.'' said Natsu.

the wall that prevented and Makarov from leaving had also lit up with runes. The runes read _Fight: Alzack vs. Orin_.

"Man I would Hate to be him.'' said Gajeel.

"Who Orin or Alzack.'' asked Happy.

"Who else Alzack.'' said Gajeel.

**With the others.**

Orin was facing Alzack.

"Sorry kid but I have to save Bisca.'' said Alzack as he reached for his gun. Orin took out one of his guns and shot Alzacks gun from his hand.

"Wrong move.'' said Orin as he shot the other gun from Alzacks hand.

Orin then charged at Alzack and punched him in the gut. Alzack gasped and passed out the barrier fell.

**at Fairy Tail**

The fight didn't take long. Soon, the runes changed, saying_ Victor: Orin_.

"See I told Ya Orin's to tough.'' said Gajeel.

"Yes he is.'' said Makarov.

"Man I wanna fight to.'' complained Natsu as Gajeel hit him on the head shutting him up.

"I owe you a debt of gratitude sir.'' said Makarov.

"No biggie.'' said Gajeel.

**With the others.**

The barrier fell as Orin placed Alzack near a wall.

"Man I thought you would kill him.'' said Jase.

"The thought had crossed my mind.'' said Orin.

They then got moving again.

And not long after that Ben got trapped in an enchantment.

"Oh man ben.'' said Jase.

"I was hoping I could get to fight.'' said Malex.

Laki then came out of an ally way.

**At Fairy Tail**

Back in Fairy Tail, the wall that prevented and Makarov from leaving had also lit up with runes. The runes read _Fight: Ben vs Laki_.

"Oh man Laki is gonna get her ass kicked.'' said Natsu.

"yeah after seeing Ben fight I'd say your right.'' said Gajeel.

**With the others.**

"Nothing personal Ben I just don't plan on losing.'' said Laki as she got ready to strike.

Ben took out the Omnitrix.

"I don't want to fight you but I must to save the others. I'll make it as quick and painless as possible.'' said Ben as he went **NRG**.

"**Wood-Make: The Dam of Shy Love.**" said Laki multiple blocks of wood shaped as tools and weapons erupted from the ground hitting **NRG **trapping him.

"Is that all you got.'' asked NRG as he went **Eatle**. "**Eatle**." said **Eatle **as he started to eat his way out. "yummy this is some good eating.'' said **Eatle **as he started to gather energy above his horn and fired it at laki. She dodged it by a mile, and got ready to fight more.

"**Wood**-**Make**: **The **Distance **between the Two is Forever**." said laki as she summoned multiple giant hands and feet made of wood, that shoot from the ground, swaying around wildly.

**Eatle **then started to bit and eat some of them then blasted the rest.

"That is some good eats." said **Eatle**.

Eatle then gathered energy and fired a beam at Laki.

"**Wood-Make: Wood Wall**." said Laki as she made as wall of wood come out of the ground and take the blast. It resulted in an explosion, after the some cleared Eatle was gone.

"Were did he go.'' asked Laki as her eyes suddenly went wide as she fell down.

There on her neck was **Gray matter**.

''Hephestan Neuro Grip it never fails.'' said **Gray matter** as he changed back to Ben.

"Sorry Laki bit it will be a while before it wares off I think it will take 10 minutes.'' said Ben as he sat her up against a wall.

the enchantment then went down.

**at Fairy Tail**

They waited to see who won, the runes changed, saying_ Victor: Ben_.

"Ha I told ya Ben would win.'' said Natsu.

"We all knew he would.'' said Gajeel.

"I just hope he didn't rough Laki up to much.'' said Makarov.

"Ah guys Erza's starting to crack.'' said Happy.

"What.'' screamed Makarov and Natsu as they turned to that happy was right. They thought Evergreen was behind it but instead of turning to rubble, she turned back to normal.

"What, what happened.'' asked Erza she fell down on her ass.

"It's a long story.'' said Makarov.

**With the others.**

Malex was looking at Laki while drooling and licking his teeth and lips.

Laki got frightened mainly cause she could not protect herself.

"Malex don't even try it.'' said Ben, who saw that Malex wanted to eat Laki.

"Can't I just bit off one of her fingers.'' said Malex.

"Not now we have work to do.'' said Orin as they got up and started walking again.

"Well this is a delightful turn of events.'' came Evergreen's voice.

"Evergreen, you turn Lucy and the others back to normal.'' said Ben.

"Sorry but no can do.'' said Evergreen.

"Why cause your boss said so.'' asked Ben.

"Yes Laxus commanded me to do it. And I would have done it weather he asked or not.'' said Evergreen.

"Is that it.'' asked Ben as he started to laugh.

"What is so funny.'' asked Evergreen.

"You your just Laxus lapdog.'' said Ben.

"I really think you should not have said that Ben.'' said Jase.

Evergreen was pissed off big time.

"Lapdog ha well let's see you laugh this off.'' said Evergreen as fairy like wings came out of her back and she took to the sky.

"I was going to ask you to join my team Ben.'' said Evergreen.

"Me join your team what a joke.'' said Ben.

"Bad move dude.'' said Jase.

"Yes very bad move **Fairy Machine Gun**: **Leprechaun**.'' said Evergreen as she waved her arms, releasing a torrent of energy needles composed from concentrated dust at Ben.

Orin got in front and crossed his arms in a X "**Black Dragon's Shield**!" he said, as a force field appeared and blocked the attack.

"Nice try bitch.'' said Malex0 who went into his bigger form flew up behind Evergreen during the co motion.

"Hello there.'' said Malex as he grabbed on to Evergreen and they both started to fall to ground, and before they hit Malex let go and Evergreen hit the ground hard.

"YOU little monster I'm gonna.'' said Evergreen as Orin came up next to her.

"You'll what **Black Dragon's Hard Fist**.'' and punched Evergreen in the face sending her into a wall.

"You evil little Phantoms I'll make you pay for that.'' said Evergreen.

"Wrong I'll make you pay.'' Came Erza's voice as Evergreen was punched in the face again this time by Erza.

"ERZA.'' said Jase and Ben.

"Hey there. Sorry no time to explain now.'' said Erza.

"You but how I turned you to stone.'' said Evergreen.

"I owe it to my synthetic eye.'' said Erza pointing to it.

"Oh that thing well then I guess I'll have to get rid of you the old Fashion way.'' said Evergreen as she got ready to attack.

"You really talk to much.'' said Ben who had gone **Ghostfreak **while they were talking and got behind Evergreen.

"Boo hahahahahaha.'' laughed **Ghostfreak **as he went Intangible and put his hands inside Evergreens head. She screamed in pain.'

"Ah that really looked like it hurt.'' said **Ghostfreak **as he punched Evergreen in the face then vanished again.

"Were are you come out.'' said Evergreen as appeared again was punched in the face again by Erza.

"Forget I was here.'' said Erza as she kicked Evergreen down. **Ghostfreak **appeared and grabbed Evergreen by her feet and flew up into the air with her. "Going down.'' said **Ghostfreak **in a sinister voice as he flew down he went Intangible and went through the ground. While Evergreen hit it hard.

"What's wrong not having fun.'' asked **Ghostfreak **as he punched Evergreen again.

"I'm warning you back off.'' said Evergreen as she started to get scared.

"Wanna see something really scary.'' asked **Ghostfreak **as he peeled his skin back to reveal his true form.

Evergreen screamed in terror as she got up and tried to run, She ran straight into Jase who had gone **Ultimate Hypnotick**, he then used his hypnotic powers to enchant Evergreen who then just stood there smiling as Erza came and knocked her down, then held her sword to her neck.

"Now unless you want to die change everyone back to normal.'' said Erza.

"Yes ma'am.'' said Evergreen as she did just that.

**at Fairy Tail**

The statues all started to change back to normal.

"Levy.'' said Gajeel as he ran to her and hugged her.

"Gajeel it's OK I'm fine now.'' said Levy as she hugged back.

"Ooooh Gajeel and Levy are in love.'' came Happy's voice as both parted while blushing.

"OK enough with that we have a serious problem to deal with.'' said Makarov as he started to tell them what happened.

"OK so we need to find Laxus before he can do anymore harm.'' said Mirajane.

"I think he is about to.'' said Gajeel looking ut a window.

"Waht do you mien Gajeel.'' asked Levy as she saw what he was looking at and went pale.

"Master.'' said Levy in a scared tone. As Makarov came to the window and was left speechless.

"Laxus what the hell are you thinking.'' asked makarov.

"What is it.'' asked Lucy as she loojed out and saw Lacrima's floating in the sky.

"Lovly are they not.'' came Laxus voice as an image of him was projected into the guild.

"My thunder palace spell. Powerful enough to destroy all of Magnolia.'' said Laxus.

"Laxus stop this at once. Right now.'' Demanded Makarov.

"Not unless you agree to step down and name me next master of fairy tail.'' said Laxus.

"NEVER.'' said Makarov holding his chest.

"Very well. But to show I'm a nice fellow, I'll give you a couple of hours to think it over...' said Laxus as the image faded.

Makarov then fell to his knees. Gripping his chest.

"Hey old man you ok.'' asked Gajeel.

"this is not good someone go and get Porlyusica.'' said Bisca.

"I'll go.'' said Mirajane. "the rest of you go help Ben, Jase, Erza, Orin and Malex.'' said Mirajane.

"Alright let's go.'' said Natsu as he tried to leave but hit the enchantment again.

"You dumbass you can't leave while that's up.'' said Gajeel.

"Damn it let me out.'' said Natsu.

**With the others.**

"OK Evergreen were is Laxus.'' asked Erza.

"I will not tell.'' said Evergreen.

"Evergreen please Laxus is not himself right now. And we have to stop him.'' said Jase.

"What are you talking about.'' asked Evergreen.

"Yeah Jase what are you talking about.'' asked Ben.

"I don't know I just got this feeling that something else is up.'' said Jase.

"Yes now that you mention it there dose seem to be something off about Laxus.'' said Erza.

"Yep it's all in his eyes.'' said Orin.

"Wait you saw it to.'' asked Evergreen.

'What do you know.'' asked Malex.

"Well Laxus as you said. Has not been himself he keeps looking at his left hand and smiling as this round thing in it.'' said Evergreen.

"You mien like this.'' asked Jase as he showed Evergreen the charm he got after beating Deliora.

"Yes it looks like that but different.'' said Evergreen.

"HEX.'' said Jase and Ben looking at each other.

"Got to be but what is he up to.'' asked Ben.

"Who knows.'' said Jase.

"Who are you two talking about.'' asked Erza.

"I think I know.'' said Orin.

"Oh yeah who.'' asked Evergreen.

"Him.'' said Orin pointing to someone hiding in the shadows watching them.

"Hex come on out we know your there.'' said Ben as Hex came out.

"Impressive boy tho I thought you would have sensed what I did to that blond fool.'' said Hex.

"So your hex.'' asked Erza.

"Indeed I am.'' said Hex.

"OK enough small talk Hex how did you get here and why are you doing all this.'' asked Ben.

"Simple really I used an old spell I found while going through my old books. And as luck would have it it led me to this world.'' said Hex.

"A world full of magic I wanted to drain it dry but with all these guilds and all I knew they would get in my way.'' said Hex.

"Tell me do you remember that incident with the lullaby.'' asked Hex.

"Let me guess you somehow got it and gave it to those Dark guild guys.'' asked Ben.

"Yes I had hoped they would be able to kill all the guild masters which would create enough chaos for me to drain this world dry.'' said Hex ''But then you show up. At first I was enraged but then I found out about your friend being an Anodite and then I realized I could also get rid of you so I'd say things worked out for the better.'' said Hex.

"Enough talk.'' said Erza as she charged at Hex and tried to punch him.

"Erza no.'' said Jase and Ben but it was to late. Hex created a barrier around himself that repealed Erza's attack shattering her armor as well.

"Fool.'' said Hex as he blasted Erza with his staff.

"Aaauugghh.'' screamed Erza as she fell.

Jase went Root shark and stretched out and caught her in his mouth then placed her next to the others.

"And now he is gone.'' said Orin as Hex vanished.

"Man this is bad.'' said Ben.

**meanwhile **

Hex was keeping an eye on Laxus.

"That's it my puppet rest up soon you will be put to good use.'' said Hex.

**With the others.**

"Well now this is just great.'' said Ben sarcastically. Laxus was bad enough now we got Hex to deal with.''

"Who should we deal with first. Laxus or Hex.'' asked Jase.

"We deal with Laxus first.'' said Erza. "Evergreen do you know were Laxus is.'' asked Erza.

"Why should I tell you.'' asked Evergreen.

"Cause if you don't who knows what Hex will do to Laxus.'' said Ben. "He might kill him or make him his personal attack dog.'' said Ben.

"What are you seriuse.'' asked Evergreen.

"Yes he is he knows Hex, so please tell us were Laxus is so we might save him.'' said Jase.

"Well ok but you have to promise you'll save Laxus.'' said Evergreen.

"We will try.'' said Jase.

"Thank you.'' said Evergreen hugging Jase.

"Hey hands off.'' said Erza prying Evergreen off jase.

"Just so you know that Bickslow guy is getting ready to attack us.'' said Orin.

Jase, Erza, Ben and Evergreen looked up to see Bickslow.

"Evergreen what the hell are you doing.'' asked Bickslow.

"Bickslow listen to me Laxus is being controlled he needs help.'' said Evergreen.

"Shut up you traitor, **Baryon Formation**.'' said Bickslow as his five dolls spun around in a pentagonal pattern, and then releases a massive beam of energy towards them.

Orin got infront of the others, and crossed his arms in a X "**Black Dragon's Shield**!" he said, as a force field appeared and blocked the attack.

"That all you got wimp.'' asked Orin.

"Wimp, wimp, wimp I'll show you.'' said Bickslow as he charged at them only for Jase to go **Corpse **and swat Bickslow aside like a bug.''

**Corpse **then jumped down to Bickslow who landed on the street. When a barrier surrounded them.

**At Fairy Tail**

Back in Fairy Tail, the wall that prevented and Makarov from leaving had also lit up with runes. The runes read _Fight: Jase vs Bicksloy_.

"Come on Jase kick Bickslows ass.'' said Natsu.

"Man I wish I could see them fight.'' said Gajeel.

**With the others.**

"OK you are going down freakshow.'' said Bickslow as he and his dolls charged at **Corpse**.

"**Line Formation**.'' said Bickslow as his dolls gatherd in midair and then combine by standing on top of one another. From such linear formation of dolls, a large, vertical crescent-shaped beam, roughly taller than a human, was released at **Corpse. **

**Corpse **just went Intagibal and the attack hit a house behind him. and explosion happened and in the smoke **Corpse **went invisible and snuck up behind Bickslow.''

"Well looks like the end of the beast king.'' said Bickslow.

"I think I'll go and take Cana as my own fuck buddy.'' said Bickslow. "I'm gonna have fun making her my bitch.''

"Wrong you worthless fleshslug.'' came **Corpse **voice as he appeared behind Bickslow. Then stepped on him, then punched him and then picked him up.

"Now let's see you handle this fleshslug.'' said **Corpse **as he went intangible and put one of his claws in Bickslows head.

"Aaaaaaauuuugghhhhh, stop please stop.'' screamed Bickslow as Corpse then slammed him into the ground then started to step on and punch Bickslow.

"That is for what you said earlier about Cana.'' said **Corpse** as he punched Bickslow one more time then destroyed his dolls. Then changed back.

Bickslow was alive but badly hurt.

**at Fairy Tail**

They were all eger to see who won, the runes changed, saying_ Victor: Jase_.

"Yes I knew he would win.'' said Natsu.

"Ha i would have loved to watch him make that loser scream.'' said Gajeel eating some metel.

**With the others.**

"Well now can we get going now.'' asked Jase.

"Yeah we need to find Laxus and stop him.'' said Ben.

"That I'm afraid I can not allow.'' Came Freed's voice. They all looked up to see Freed.

"Evergreen please tell me you have not betrayed us. Betrayed Laxus.''' asked Freed.

"Freed listen Laxus is being controlled by someone he is not himself we have to stop him.'' said Evergreen.

"Be silent Traitor.'' said Freed.

"Well this is gonna be a long day.'' said Ben,

"Not so fast Freed I'm not done with you.'' came Elfman's voice as he came up from behind Freed, fallowed by Mirajane. ''

'' **Beast Soul**.'' Yelled Elfman as he went into his Beast form and tried to grab Freed.

"Nice try but no.''' said Freed as he teleported a few feet away. He then placed an enchantment around them to keep the others out.

"**Dark Écriture: Fear**." said Freed as he wrote the word fear on Elfman who instantly lost his courage.

Elfman started to shake with fear of dying.

"Now try this **Dark Écriture: Suffering **.'' said Freed as he wrote the word suffering on Elfman who then started to scream in pain.

"Elfman.'' the others all yelled.

Mirajane watching this suddenly snapped and her magic was unleashed.

"That's Mirajanes Satan soul.'' said Erza.

Mirajane broke through the enchantment and grabbed Freed by his neck.

"Undo what you have done or I will kill you.'' said Mirajane.

"Never you will have to kill me.'' said Freed.

"Mirajane stop.'' said Ben. "Put him down I can make him undo it.'' said Ben.

"You don't make me laugh.'' said Freed.

"Trust me.'' said Ben as he went **Ghostfreak**.

"Ben knows what he is talking about Mirajane let him do his thing.'' said Jase.

Mirajane did what she was asked a.d dropped Freed.

"Get ready fleshslug.'' said **Ghostfreak **as he flew into Freed and took over his body.

"Ok time to see if I can undo what he did.'' said **Ghostfreak** in Freed's body as he undid what Freed did to Elfman. Then undid everyother Enchantment flew out.

"What did you do.'' asked a mad Freed as **Ghostfreak **went intangible and put one hand in Freed's head the other in his heart.

"Aaaauugghhhh.'' screamed Freed in pain.

"Do you feel that fleshslug.'' asked **Ghostfreak **as Freed pasted out. **Ghostfreak **then changed back to Ben.

"Don't worry he'll live.'' said Ben. "I know were Laxus is.''

**With Makarov**

Makarov was resting in a bed Porlyusica was tending to him.

"Is he going to be ok.'' asked Levy.

"I don't know I will try my best I'm nor a mirucle worker.'' said Porlyusica.

**at Fairy Tail**

The enchantment fell down.

"Yes know I get to go and fight.''' said Gajeel.

"And me I'm all fired up.'' said Natsu.

"Let's get going.'' said Gajeel as they went to find and beat Laxus.

**With Laxus.**

"So they all lost ha. Well looks like I'll need to find replacements for them when I take over the guild.'' said Laxus. Who did not notice Hex watching him.

"Yes that's it my puppet let yourself believe what you want once I have the boys powers, I will no longer need you and killing you is something I will enjoy.'' said Hex.

**Well that is it for now please review and can everyone please from now on one review per chapter OK save any questions till next time OK I mien it.**

**till next time this is Myzor king of war signing out.**


	22. Chapter 22

**Chapter 22.**

**OK here it is Chapter 22 thanks for all your patients. any way on with the story. **

Ben, Jase, Erza, Orin, Malex and Evergreen made it to the church were Laxus is hiding.

"This is it sorry but I just cant bring myself to fight Laxus.'' said Evergreen.

"Understandable you have done enough already thanks Evergreen.'' said Jase.

"Ah yeah shore your welcome. Well I will be going now.'' said Evergreen as she then Left.

"Well let's get going.'' said Erza.

"Room for 2 more.'' came Natsu and Gajeel's voices.

"Gajeel, Natsu great to see ya.'' said Ben.

"Shore we need them.'' asked Orin.

"We need all the help we can get.'' said Jase now let's get going.'' said Jase as they charged in. They saw Laxus sitting in a chair.

"Well now what do we got here.'' asked Laxus.

"Give it up Laxus it is over.'' said Erza.

"Fraid not.'' said Laxus as he took out a few oddly shaped stones with markings on them that Ben noticed.

"A little something From Hex.'' said Laxus as he threw the stones to the ground and they grew to twice the size of fulll grown humans. Then they broke open to reveal Stone Creatures like the ones Charmcaster used.

"Ha that's it.'' asked Natsu as he punched a few of them and they shattered. The ones he shattered then each reformed.

"OK this might be a problem.'' said Orin.

"A big problem.'' said Malex.

"We will take care of Laxus you take this stone freacks down.'' said Ben as he went **Four arms **and smashed his way through fallowed by Jase.

"Give it up Laxus.'' said Ben.

"Never not till I'm the next guild master.'' said Laxus.

"You the next guild master yeah right.'' said Jase.

"Yeah your not fit to be the next master.'' said Ben.

"What.'' said Laxus.

"Real and true leaders is loyal to those they lead and puts them before themselves. You are nothing like that you did nothing to help us against Phantom lord instead you refused like a coward to afraid to help us fight.'' said Ben.

"And then you had the nerve to lecture others for how they did while you did nothing. You did not even lift a finger to help.'' said Jase.

"Thus you are unfit to lead anything or anyone.'' said Ben.

"That is it you are both dead.'' said Laxus as he jumped up ready to attack.

''**Lightning Storm**.'' Said Laxus placing his hands before him a few inches away one from the other, his palms open, Laxus can generated a sphere of electricity in the space between them, which rapidly grows larger in size. It then sent out lightning bolts of various size at **Four arms **who then went **Upchuck **and he swallowed them. Then spat them back at Laxus who hit the ground hard.

As Laxus tried to get up Jase went **Crabdozer ** and charged at Laxus and sent him into a wall.

Ben went **Wildvine** and threw some explosive seeds at Laxus.

"I will enjoy killing you 2.'' said Laxus as he got up.

They did not notice Hex watching from above.

"Come on boy use your powers so I can drain them.'' said Hex waiting and hoping that Jase would us his Anodite powers.

"Die.'' yelled Laxus as he charged at **Crabdozer ** who went **Combati Chiroptera** and hit Laxus with a sonic scream.

"Save some of the action for me.'' said **Wildvine** as he slammed down on the Omnitrix symbol and went **Feedback**.

"Hello there.'' said **Feedback **as he got in front of Laxus and plugged his antennae into Laxus neck, and his tail into Laxus chest. He then drained some of Laxus powers.

"Thanks for the power lunch.'' said **Feedback **as he uppercut Laxus.

**Combati Chiroptera** grabbed Laxus by his shoulders and flew him into a wall and let go Laxus was sent into it.

"That's got to sting.'' said **Feedback**.

**''Lightning Eruption**.'' said Laxus as he summoned a lightning bolt from the ground, hitting **Feedback** from underneath. But **Feedback** went **amphibian **and absorbed the blast.

"NO IMPOSSIBLE.'' said Laxus.

"Will you please just shut up.'' said Oein as he came out of nowhere and punched Laxus in the Face.

"Cause it's geeing annoying.'' said Gajeel as he came at Laxus and kicked him.

"Hey save some for me.'' said Natsu as he punched Laxus.

"OK that is it.'' said Laxus as he started to gather up power.

"ENOUGH.'' came a voice they all looked to see Mystogan.

"Well well will miracles never cease.'' said Laxus. "So the great Mystogan has blessed us with his presents.''

"Hey isn't that the dude that helped us when we got injured fighting Gajeel, Orin and Malex.'' asked **amphibian**.

"That I am.'' said Mystogan.

"Well now since your here wanna fight Mystogan. Or should I say Je.'' Before Laxus could finish what he was going to say Mystogan took out a staff and attacked Laxus with an Energy blast.

"Laxus countered with a Lightning blast.

"How did you find out about that.'' asked Mystogan.

"Defeat me and I'll tell you.'' said Laxus.

Mystogan took out his staves and started to cast a spell.

''**Five Layered Magic Circle: Sacred Song**.'' said Mystogan as his stave's glowed and five Magic Seals on top of Laxus and releases a concentrated beam of Magic Power directly at Laxus.

Laxus was to shocked to move but the charm in his hand glowed and absorbed the attack and canceled out Mystogan's spell.

"Hahahahahahaha I love this thing.'' said Laxus.

"Let's see you handle this.'' said Mystogan as he cast another spell.

**''Skyscraper**.'' said Mystogan as his spell created the illusion that the ground was being destroyed and Laxus was propelled into space. He was then tied up with four belts and a frog-like, Demon ripped a hole in space, reaching at him.

The charm in his hand glowed and canceled the spell out. There was a bright flash and Mystogan's mask came off to reveal his face.

"What in the Jellal.'' said Ben as Mystogan steped back and vanished.

"what the hell.'' said Jase.

"Well now what's say we finish this.'' said Laxus.

"Man this is bad.'' said Jase.

"Stand back I'll finish this.'' said Orin as he got in front of Jase and ben.

"What are you kidding.'' asked Ben.

"No stand back.'' said Orin.

"You're joking, right?" Natsu shouted pissed. "I'm gonna defeat Laxus! There's no way that I'm." Before Natsu could finish Orin punched him in the gut and he fell down.

"Shut up I'm gonna beat him.'' said Orin

"That's what you think.'' said Natsu as he tried to get up. Orin then ''Hephestan Neuro Grip.'' Said Orin as he used the Hephestan Neuro Grip on Natsu his eyes bulged and he fell down.

"Hey what did you do I cant move.'' said Natsu.

''Hephestan Neuro Grip you wont be moving for a while.'' said Orin. "Get ready to lose.'' said Orin to Laxus.

"OK first I'll kill you then the others.'' said Laxus as he started to power up.

"I hate the old man's lectures, so I kept this a secret. But I'll show you something special." Laxus's body began to change until he became more muscular and his teeth grew sharper and parts of his skin changed to scales.

"N-No way…" Natsu said.

"You've got to be kidding me." Gajeel said.

"That's right I'm a Dragon slayer to.'' said Laxus.

"Hahahahahaha.'' Laughed Orin.

"What's so funny you little bastard.'' asked Laxus.

"You. You claim to be a Dragon slayer but your just a cheap imitation.'' said Orin.

"What is he talking about.'' asked Jase.

"I don't know.'' said Ben.  
"Simple he is a 2nd generation Dragon slayer.'' said Orin.

"How did you know that.'' asked Laxus.

"A 2nd generation dragon slayer what is that.'' asked Natsu.

"Someone who has had a speciel lacrima called a dragon slayer lacrima put in their body it give them artifical dragon slayer powers. Which is what he is a cheap imitation the real thing I've fought and killed many like him.''' said Orin.

"Cheap imitation the real thing ha I'll show you.'' said Laxus as he charged at Orin.

Both threw a punch that collided and both jumped back and got ready to keep fighting.

"I'll show you who is 2nd rate.'' said Laxus as he got ready to strike ''**Lightning Dragon's Heavenward Halberd**.'' Yelled Laxis as he raised both of his hands in the air at his sides and generates electricity between their open, facing palms. it was rapidly shaped into the form of a massive spear composed of lightning, which Laxus proceeded to hurl at the Orin.

''**Black Flame Dragon's Hard kick**'' yelled Orin as he delivered a kick with his foot covered in flames mixed with black and blue energy that swated the attack aside. As Orin then charged at Laxus and punched him in the face then uppercut him then kicked him to the ground.

Laxus got up and was ready to strike. ''**Lightning Dragon's Breakdown Fist**.'' yelled Laxus as he gathered a large amount of lightning around one of his right fist, bent the arm and then extends his fist forward in a punching motion. A Magic Seal to appear before him, from which an over-sized version of his fist, completely composed of lightning, is generated and rapidly fired towards Orin.

Orin justcrossed his arms in a X "**Black Dragon's Shield**!" he said, as a force field appeared and blocked the attack.

"**Black Dragon's Hard Fist**.'' Yelled Orin as he lunged at Laxus and delivered a powerful punch to his face and sent him down.

**Black Dragon's Horn Sword**!" Yelled Orin as his his entire body was wrapped in black and blue energy, as he rushed toward Laxus and headbutted him in the gut.

''**Lightning Dragon's Jaw**.'' yelled Laxus as he locked hands together in a tight fist and imbued them with a large amount of lightning and swings them down onto Orin who blocked it.

"Nice try but no.'' said Orin. "**Black Dragon Secret Technique, ** **Black Dragon claws.**!" said Orin as his hands were covered in black scales and became claws, he then started to slash Laxus across his body.

"Now let's end it.'' said Orin as he started to gather power. "**Black Dragon Secret Technique, ** **Black Dragon Chaost fist .**!" said Orin as he started again rapidly punching Laxus.

"**Black Dragon's Hard Fist****.**" Yelled Orin as he delivered the finishing blow, Laxus spat out a ton of Blood as he fell like a tone of bricks .

"I'm not done yet. Now what's say we heat things up.'' said Orin as he started to gather power black and blue energy started to surround him him as did flames.

**"BLACK FLAME DRAGON MODE**.'' yelled Orin.

''**Black Flame Dragon's Fist**.'' yelled Orin as he threw a punch covered in flames mixed with black and blue energy and punched Laxus in his chest as he tried to get up.

''**Black Flame Dragon's Hard kick**'' yelled Orin as he delivered a kick with his foot covered in flames mixed with black and blue energy that hit Laxus in his left arm as he tried to block it and broke it.

"Aaaaaaaauuuuuuggghhh.'' yelled Laxus in pain.

Orin then grabbed Laxus by his right arm and flipped him and elbo dropped him in his face.

Then picked him up and threw him into the air. ''**Black Flame Dragon's Blazing Hammer**.'' Orin Yelled as flames mixed with black and blue energy engulfed both his fist and forearm and he sent a devastating blow at Laxus who was hit hard and hit the ground hard when he fell.

Orin then threw Laxus up again and he went through the roof and Orin fallowed and they started fight on the roof.

"I'm going to kill you.'' yelled Laxus.

''**Dragon Slayer's Secret Art Roaring Thunder.'' **Said Laxus as he Laxus charged forward and tried to punch Orin with a lightning imbued fist.

Orin just smirked and caught it with ease.

"What no way.'' said Laxus.

"Way bitch.'' said Orin as he jumped up and kicked Laxus in the face.

Orin then reached out and grabbed laxus wrist and ripped the charm from his hand and crushed it in his hands.

"Ah my hand.''' said Laxus as he saw all the blood dripping from it.

''Now it ends ,'' Orin yelled he started transforming. blue and black energy surrounded him and grew stronger as Orin grew more powerful. Orin's cloak fell off as his black dragon wings grew more out of his back. his skin turned into black scales His hair turned from black to silver and grew longer. His hands turned into claws and his teeth into fangs as a black dragon tail with at the end blue flame on it came out his back between his wings. His claws turned silver as silver horns formed on his head.

''**DRAGON FORCE**.''

"No no no it cant end like this.'' said laxus as he got up. ''**Lightning Dragon's Roar**.'' said Laxus as he gathered up a large amount of lightning in his mouth and released it in the form of a concentrated, destructive blast.

''**Black Flame Dragon's Roar**.'' Orin Yelled as he unleashed a a white energy beam mixed with flames and black and blue energy from his mouth. And it blasted through Laxus attack and hit Laxus.

"Aaaaaaaaaaaauuuuuuggggghhhh.''' screamed Laxus as Orin stoped before it could kill him.

''**Black Flame Dragon's Blazing Hammer**.'' Orin Yelled as flames mixed with black and blue energy engulfed both his fist and forearm and he sent a devastating blow at Laxus who was knocked out. The lacrima around the town shattered and the stone creaters shattered.

"How disappointing came Hex voice as he revealed himself.

"So you were here.'' asked Orin.

"Yes and I was planning on killing this maggot for failing but leaving him like this beaten and broken will do.''' said Hex.

"Be shore to tell the other I will take the power the boy has for my own.'' said Hex as he vanished.

**Some time later **

Porlyusica had managed to stabilize Makarov then got on her way the parade was put off for a day to allow others to rest up.

Natsu was bandaged up apparently while he was unable to move some of the stone creatures used him for a chew toy. And man was he pissed off, he tried to challenge Orin to a fight to get some payback but the others restrained him for his own good.

Laxus then showed up looking for Makarov. Many of the guild's members refused to let him pass till Erza made them step aside. As he walked he saw Orin and Malex eating and they stopped and looked at him as he walked by. Laxus walked up to them with everyone thinking he was gonna do something bad, Instead he just smiled and walked off to see his grandpa.

"Good fight kid looks like your top dog around here now.'' said Laxus as he walked by leaving everyone shocked at what he said.

"Didn't see that coming.'' said Jase.

"Likewise.'' said Ben.

Natsu then came out of nowhere and yelled out some things at both of them tho it was a muffled by the bandages around his mouth. Laxus just smiled and walked off.

"You catch any of that.'' asked Ben.

"No not a clue.'' said Jase.

"Can you interpret any of that.'' Lucy asked Gajeel.

"He said Next time it's gonna be me against you and I will not lose. That is what he said to Laxus.'' said Gajeel. "then he told Orin that once he was done with Laxus he would get him back for what he did to him.''

**In the infirmary**.

Makarov woke up as Laxus walked in.

"Their a rowdy bunch are they.'' said Laxus.

"Laxus I don't think you understand the seriousness of what you've done.'' said Makarov. "look me in the eyes young man.''

"Fairy tail is a place were friends can gather. Wizards can find work, and children with no kin of their own can feel that they are part of a family.'' said Makarov. "It's not something that can be owned. It's important that each member be not only loyal but trustworthy otherwise no bonds can be formed the the entire guild will fall apart. Your actions have shown you lack both of these qualities, and you threatened the lives of your guild mates that's unforgivable.''

"I know about that deal you made with this Hex fellow.'' said Makarov. "Jase and Ben told me of it and they both mentioned that maybe it was that charm in your hand that made you act that way. But we both know that is not the case.'' Stated Makarov. "Tho I do admire that they can forgive you like that and try to defend you like that but that dose note change what you did.''

"I'm sorry sir honestly I never meant to hurt the guild I just wanted to make it stronger.'' said Laxus.

"I swear you just as high strung as i am you better learn to relax or you'll wind up in here with me take some time to enjoy life it can be alot of fun if you let it.'' stated Makarov.

"Over the years I watched you grow into the man you are now were did we go wrong what lesson did you not learn but the past is the past I am left with no other choice.'' said Makarov as Laxus was seen shaking with a sad face. He knew what was coming his way.

"Laxus you are expelled form Fairy tail.'' said Makarov.

"I understand thanks for everything grandpa.'' said Laxus as he turned to leave. "Take care of yourself OK old man.''

"Just go.'' said Makarov while trying not to cry as Laxus left.

Laxus told his teammates about what happened and they did not take it well they tried to change his mind but failed. He told them how Jase and Ben tried to make it seem like it was not his fault but it did not work and before he left he made hem promiss to keep a close watchful eye on Ben and Jase. Mainly Jase as Laxus then left.

**Some time later **

Everyone was getting ready for the parade Gajeel came up to Makarov and handed him a bit of paper. "Thats got all the info I could Get on your son and his guild'' said Gajeel.

"Thank you Gajeel and I'm sorry you had to go through so much danger for this.'' said Makarov.

"Na it was no big deal.'' said Gajeel.

"By the way are you, Jase, Ben, Orin and Malex not gonna be in the parade.'' asked Makarov.

"Na not my thing and as for Orin and Malex they hate these kinds of things they both went off on a job and Jase and Ben said they are both still tired from the fighting and are just gonna watch.'' said Gajeel.

"I see anyway thank you we can not allow my son to do as he pleases.'' said Makarov as he got ready for the parade.

Lucy was dancing alongside Levy and Bisca on a float. Elfman was riding on another float with Mirajane. Gray and Juvia were dressed as a prince and princess and used their magic to make a castle on the float they were on. Erza was also on a float while dancing with two swords and using her powers to make several other spin in a circle.

Natsu was also in the parade showing off his fire magic and wrote Fairy tail in the air with his fire.

Meanwhile Laxus was watching and got ready to leave.

"So you really gonna leave.'' came Jase voice as Laxus looked to see Jase and ben.

"Yeah thanks for trying to get gramps to let me stay but I deserve this.'' said Laxus.

"OK but before you go you might wanna see this.'' said Ben as Laxus looked on to see that Makarov and the whole guild are using the sign that Laxus made up as a kid in the current parade, telling Laxus that even though he is not part of the guild, he is one of them and the Fairy Tail Guild will always look after him. "Look after yourself man.'' said Jase as he and Ben did the same as the others. "Stay alive.'' said Ben.

"What he said.'' said Jase.

Laxus then got on with leaving, ashamed and touched, understanding what a fool he was and hoped to one day return.

"Alright let's hear it who is proud to be a member of fairy tail.'' said Natsu.

"Aye sir.'' everyone said.

**And that is it for now I know some may have wanted Ben or Jase to fight Laxus but I had Orin do it to show how strong he is granted he did hold back I had planned to have him do something else but once I started i could not stop and he learned the Hephestan Neuro Grip from watching Ben do it.**

**Please review so I might keep wrighting the more reviews I get the more I will write.**

**Till next time this is Myzor king of war signing out.**


	23. Chapter 23

Chapter 23 Ben vs Natsu.

**Hi everyone this is a chapter that will be about Ben vs Natsu hope you all enjoy it sorry if it seems a bit rushed and I used a few things from previous chapters to make this chapter so any way on with the stiry.**

Ben, Jase and Lucy were on their way back from a little mis-adventure they had. Lucy's father, who was now ruined, came to Lucy to ask her for money now that Heartfilia Railways had been seized, Lucy refused. Her father then went to the Love and Lucky trade guild for wik only to hear it was being held up by a dark guild. It took some convincing from Ben and Jase to get Lucy to help out when they got there they beat the dark guild but found out Lucy's father had arrived just after the whole mess was over.

They got back to the guild and sat down to eat some thing and everything was great till a certain pink haired someone, who came running at Them ready to fight.

"Hey Ben fight me" Natsu yelled as he jumped on the table

"Sorry Natsu. Not in the mood of. I am more in the mood of eating" Ben said as he took another bite of his food but before he can enjoy his food a bit more Natsu jumped on him . Ben manged to survive but his food didn't.

"Come on I've already fought Jase but I've never fought you and now let's fight.'' said Natsu all happy

"Looks like it is on now.'' said Jase.

"You are so going to regret that" Ben yelled as he stood up and activated the Omnitrix.

"Less talking and more fighting" Natsu smirked.

"Alright but don't go to crying to your mommy when I kick your sorry Ass" Ben smirked as a green flash surrounded him. A red mollusk like armored creature stood in his place. It was **Water Hazard**

"Here I come" Natsu yelled with burning fists and fire in his eyes then jumped on Ben.

"And here you go" With said Ben as he took a few steps back and fired two pressurized water blasts of cold water from his hands .

Natsu was slammed on the other side of the wall with such force that made a hole on that.

"You are good. I am so going to enjoy this" Natsu stood up slowly and licked his lips. Then started gathering fire in his mouth

"As you wish buddy" Ben cracked his knuckles

Natsu put his hands near his mouth and stood in a pose resembling that of a trumpeter and yelled "**Fire Dragon's Roar" . **

Ben knew what that attack can do . He didn't waste any more time and slammed down on the Omnitrix symbol and went **Chromastone **and crossed his arms and took the blast. There was an explosion and as the smoke cleared there stood **Chromastone **unharmed.

"That could have been painful " Ben groaned. Then clasped the dust from his body. Even Makarov's jaw dropped at seeing this. This take over mage had taken Natsu's most powerful attack and there wasn't any single bruise or scratch on his body

"I am starting to enjoy this" Natsu smirked and dashed towards Ben. Ben fired another hose of hot water towards Natsu but he dodged it quickly by jumping in air. Ben's eyes widened as Natsu's feet ignited with fire and propelled towards Ben like Jet

"Crap" Ben muttered. He came to realize he made a mistake by ignoring this guy. Ben quickly put his hands forward to block Natsu's attack but he was quicker then Ben anticipated.

**BAAAAAAM**

Two fire encased feet smashed on **Chromastone **like a missile smashing him on the ground. Ben winced in pain for a while, Then stood up quickly towards everyone's surprise

"I thought he was a goner" Gray muttered. Lucy sighed in relief, She was really worried for Ben for a moment there despite knowing that Ben was fully capable of.

"I really hope this dose not go to far.'' said Jase.

"He really hits hard" Ben said to himself as he rubbed his wrist. His crystal body barely let him feel any pain but this time...He felt a slight number of bruises on his arms. If he didn't had such tough skin, He would have been surely tore into pieces.

He then went back to **Water Hazard.**

"Impressive, You are really getting me fired up" Natsu chuckled as his fists engulfed in flames

"Well, Flame head you are tough but I have fought more bad ass people than you and beat them" Ben smirked as he formed a bubble shield around him

Natsu smirked and dashed towards Ben " **Fire Dragon's iron fist". **Natsu continued smashing his fists onto the bubble shield but towards his annoyance even a single scratch or dent appeared on it. However only Ben could know the impacts of Natsu's fist felt like ballistic missile

"Had enough yet?" Ben mocked

"No I am excited" Natsu grinned " This is getting more and more entertaining with time"

"This looks bad.'' said Jase.

"Natsu is starting to enjoy this, Which means the whole guild is going to get damaged once again" Makarov sighed

"Well Ben and Jase can repair it once again" Mirajane suggested causing Makarov's eye to sparkle

"Oh, I forgot! We don't have to worry about that. We have them now" Makarov pumped his fists in the air.

"Hope Ben has a plan.'' thought Jase.

"_Sometimes I forget how crazy or Battle crazy Natsu is." _Ben said to himself. However he didn't know that just like himself, Natsu never learned to give up

"**Crimson Lotus: Fire Dragon's fist" **Ben looked at Natsu in confusion as his fist ignited with large spheres of fire and before he could even blink he dashed towards him with a barrage of punches

**BOOM**

Every punch created an explosion smashing Ben backwards with each and every impact. Ben growled in annoyance as cracks started appearing in his bubble shield. Man! Natsu was like **Rath **and **HeatBlast **combined. The explosions weren't letting Ben catch his momentum and before Ben could come up with a plan and fast...

Natsu made a large fist of fire and smashed it on the shield covering **Water Hazard **

With a large explosion Water Hazard was smashed backwards straightly flying towards the wall. The shield around him broke like glass. Natsu grinned and dashed towards him once again. This time Ben rolled away and fired two pressurized hoses of cold water on Natsu's face, Sending the Dragon slayer flying away

"Dude! What is this guy made off?" He said to himself as he fell on his knees panting . He gotta admit this guy was starting to tire him out.

"Hey Transform again. IT ISN'T OVER YET" Natsu yelled causing Ben to blink in surprise. Ben sighed with annoyance. He was hungry and Natsu...He was wet but still he was too stubborn to give up

_"He kinda takes me back to younger days" _Ben let out a chuckle as an image of his 10 year old self dashing towards Vilgax came to his mind. He grinned and tapped the dial of the Omnitrix again.

With a bright green** Big chill** now stood in his place.

"**Fire Dragon's Sword horn" **Natsu yelled as he looked like a fireball itself and dashed towards Ben like a bullet

"BEEEEEEN" Lucy yelled in concern as Ben didn't moved to dodge it. Everyone was looking at Ben as neither he made any counter attack nor he dodged.

"Is he a fool?" Cana asked.

"No he ain't.'' said Jase.

"Yes Ben is anything but a fool" Makarov spoke in serious tone. Everyone's jaw dropped as Natsu passed through Ben's body...Like he was a wind. Natsu smashed on the wall then quickly turned around.

Jase smirked at what he saw.

"HOW?" Asked Natsu.

"Intangibility, I am not that easy to beat " Ben smirked with a wink.

"Well let's settle it for once and all" Natsu grinned . He genrated fire on both of his fists then joined them. Ben groaned, He knew that things were going to get dirty

_With a flame on the right hand..._  
_and a flame on the left hand..._  
_When you combine the flames together..._  
_**Fire Dragon's Brilliant Flame!**_

As Natsu completed the chant Ben had already made his move _. _A large massive flame hurled towards Ben. Ben inhaled deeply. And he unleashed a large icy tornado hurling with Icy spikes smashed on to the massive explosive flame. It lessened the effect of it but yet a part of it still rushed towards Ben

Ben inhaled at the last moment . Firing his icy breath from his mouth and. The impact caused the whole guield to get covered with the steam.

When the steam cleared everyone's eyes widened. Both Ben and Natsu were facing each other. Unfazed by their attacks. They were slightly panting but it didn't look the fight will end in near future

"You know what Dude, You are really stubborn" Ben groaned as he caught his breath

"He he You are getting me all fired up" Natsu smirked causing Ben to sigh

"_First, He is too strong. Second I dont want to go __**Humangasaur **__or Toepick on him. Third I am hungry" _Ben sighed as he tapped into his symbol once again. " This time it** Echo Echo**" Ben slammed down on the Omnitrix symbol.

"Echo... Huh Wait a minute" Ben said as he noticed something was wrong with his voice. It sounded girly He looked at himself.

"NO NOT AGAIN" Ben yelled in frustration. He was not ** Echo Echo **instead he was **Pesky Dust**

"HA HA HA " Whole guield except Jase busted out in laughter. It was some sort of Fairy like creature with small pink wings

"This is bad.'' said Jase.

"What is he intending to do? " Gray sighed with annoyance.

"You will see.'' said Jase.

"He is really cute" Mirajane squealed " May be he is going to beat Natsu by using the power of cuteness". Not only Mirajane but almost all the girls were squealing after seeing this cute alien

"_Wow, I didn't know he had such cute transformation "_ Lucy thought.

Pesky Dust was really embarrassed and angry causing all the members of guild minus Jase to burst out in laughter. Ben growled. He still 2 out 10 or 15 times didn't get the alien he wanted.

"It's a fairy and it can fly." Happy flew circles around **Pesky Dust **causing to groan

"Hey, Stop insulting me and transform back into that last form" Natsu growled in annoyance . He thought that Ben stopped taking their fight seriously

"Alright, This may not be one of my favorites but I can still beat you up" Ben yelled. However Natsu broke out in laughter as he heard the girly voice

"HA HA HA, Do you really think you can defeat me in that form " Natsu spoke in between his chuckle

Ben growled in annoyance and pulled his hands forward. Before Natsu can realize what's happening. Bluish dust made contact with his body. Knocking him out cold

Everyone's jaws minus Jase dropped as Natsu fell on ground and started snoring. He was muttering something about Igneel and Food with a huge smile on his face. Happy tried to wake him up but Natsu seemed to be in deep sleep

"The job is done" Ben tapped on the symbol and reverted back to his human form. He fell onto his knees and started panting. Man! That was really tiresome

"He put him into sleep by using that transformation. Whoa, Really Looks can be deceiving" Gray let out a chuckle " It seems he not only has power but he got brains too"

"Great job Ben" Lucy chirped as she patted on Ben's shoulder. " I didn't know you were that good"

Jase then helped Ben up.

"But the guild hall is broken once again" Makarov sighed

"Umm..Don't worry we will fix it for you again" Jase spoke.

"Anyways, That was a good match. Congrats Ben. You won" Makrov clapped as the whole guild roared with praise. That new guy w as surely something

"Marvelous, You really kicked flame breath's ass. You are really impressive for a newbie. BTW." Gray patted his shoulder

"Thank you...But I would have liked if you would have said that in your cloths" Ben deadpanned as he looked at him

"OH NO NOT AGAIN" Gray started panicking

"I'll never get used to that.'' said Ben.

"Likewise.'' said Jase.

"Well that was fast.'' Said Orin.

"Totally.'' said Malex. As the Black Exceed then went up to Natsu and poked him in the ass with a switchblade he had and Natsu's eyes shot open and he jumped up into the air screaming in pain.

"Malex.'' Said Ben.

"Why did you do that.'' asked Jase.

"Cause I wanted to.'' said Malex as he put the blade away.

Natsu hit the ground hard, "OK who's the wise guy.'' said Natsu as he got up and saw Malex fly up to Orin's right shoulder.

"Oh you two are going down.'' said Natsu as he charged at them only for Orin to knock him out cold with one punch.

"Score another win for Orin.'' said Jase.

"and another lost for Natsu.'' said Ben.

Ben and Jase soon went **Clockwork** and **Killtime** and restored the guild hall.

**Sorry if it was not very long just something I put together for those who have been waiting a while** **please review.**


	24. Chapter 24

Chapter 24 Ice vs beast.

Team Natsu was out house hunting for Ben, Jase, Lucy, Orin and Malex. Since they gained the new members of their little family they decided to get a new place to live. Orin and Malex offered to help them buy the house as they had saved a very huge amount of many from when they were in phantom lord.

They had looked all over town at all of the available houses and apartments in town, but none of them really seem to interest them. They soon decided to look at available houses outside of town.

By the end of the day, they had finally found the house that they were looking for. It was a two story house, along with a basement, that resided on a shoreline cliff that overlooked the ocean. The house was built out of white stone brick and had dark blue roofing and shutters. At the back of the house, on the second floor, were a couple balconys that each provided a spectacular view of the ocean.

The price of the house was a hefty 50000 JEWELS, but they bought it anyways since they had plenty of money to spare thanks to Orin and Maled.

The next day, they moved all their stuff to their new home. Then they set out to do some shopping to acquire more food, more furniture, clothes, and other essentials. The trip had taken all day and they had a lot of stuff to do. Thankfully Ben and Jase changed into **Fasttrack **and **Speetah **and placed all their things where they were supposed to go in less than a minute.

''Thanks for the help everyone.'' said Jase.

"If you wanna thank us then how about a fight.'' said Natsu as the Dragon slayer got ready to fight.

"Not this again.'' said Ben.

"He never changes.'' said Jase.

"Orin I chalange you to a fight.'' said Natsu as he charged at said Black dragon slayer only to run straight into Orin's right fist as he held it out. Natsu was knocked clean out.

"And that's another win for Orin.'' said Happy.

"Word of advice give up on trying to beat me.'' said Orin to a passed out Natsu.

"Well now that that's over hey Jase wanna try your luck against me.'' asked Gray.

"OK but could you put your shirt back on.'' asked Jase as Gray then saw he had removed his shirt again.

"OH not again.'' said Gray. "Forget it let's just fight.'' said Gray.

"Hold it be shore to fight away from the house.'' said erza.

"Yeah we just got it so let's not wreck it the same day.'' said Lucy.

Jase went **Crabdozer**.

''Ice-Make: Death Scythe.'' Said Gray as he created a large scythe made out of ice, and then jumps into the air. And swung the scythe at Jase who went **Ultimate Crabdozer** and caught the scythe with his claws and broke it and headbutted Gray.

"Hey Gray you Ok.'' asked Ben As the omnitrix user looked over at the Ice-make mage.

"He don't look it.'' said Orin.

"I'll say.'' said Malex.

"I'm fine.'' said Gray as he got up to keep fighting.

"Ice Make: spear.'' said Gray as a magic circle appeared and shot several ice spears at Jase went **Petropian Pachyderm **and took them like they were nothing.

"Nice try Gray.'' said **Petropian Pachyderm **as he swated Gray to the ground with his trunk.

Gray, Lucy,Happy, and Erza were shocked at the new form they saw while at the the same time could not help but stear in awe.

''Ice-Make: Death Scythe.'' Said Gray as he created a large scythe made out of ice, and then jumps into the air. And swung the scythe at **Petropian Pachyderm **who swung his trunk his trunk at the scthe and broke it then headbutted Gray.

"That take-over of his has tough skin.'' said Erza all impressed.

"Tough is right.'' said Lucy.

"Gray is gonna have to try harder in order to win.'' said Ben.

"Ice Make: Lance!" Gray said, as a magic circle appeared and a barrage of icy lances fired out from the magic circle straight toward** Petropian Pachyderm **who took it and was not harmed the least.

"Nice try Gray.'' said **Petropian Pachyderm **as he wrapped his trunk around Gray and threw him a few feet.

"I hope they don't go Overboard.'' said Lucy.

"I don't really care if they do.'' said Orin.

"Neather do I.'' said Malex.

"Ice Make: Hammer!" Gray said, as a magic circle appeared and he pulled out a hammer and tried to smash **Petropian Pachyderm **with it only for it to brake when it hit him.

"Might wanna try a bigger hammer.'' **Petropian Pachyderm **said as he kicked Gray a few feet away.

"Ice Make: Cannon!" Gray said, as he created a large, long-barreled cannon made of ice. Gray Then used cannon to fire cannonballs, also made of ice, **Petropian Pachyderm **who charged at them and smashed threw them then fired an energy beam from each of his tusk that destroyed the Cannon. Then kicked Gray accros the ground.

"He is going to be feeling that in the morning.'' said Orin.

"I think he is already feeling it.'' said Malex.

"Definitely feeling it.'' said Ben.

"Ice Make: Battle axe!" Gray said, as a magic circle appeared and he pulled out a battle axe.

Jase went **Corpse **just as Gray jumped up and tried to strike **Corpse **with the Axe but it got caught in his Flesh.

"Is that the best you got little fleshslug.'' said **Corpse **as he grabbed Gray and threw him to the ground, then stepped on him a few times then kicked him a few feet from him as he tried to get up.

''Ice-Make: Prison.'' Said Gray as he created a large square cage out of ice to trap Corpse in it.  
"Let's see you get out of that.'' said Gray as he grined, but the Ice-make mage's grin faded at what he saw next.  
Corpse ribcage opened and his entrails came out like tentacles and sprayed stomach acid at the bars and melted cage.

"Is that the best you have little Fleshslug.'' Said **Corpse **as he charged at Gray as the Ice-make mage tried to cage **Corpse **again. This time he went Intangible and went right through the bars and kicked Gray across the field.

"Man that Take-over is unreal.'' said Malex who was watching the fight with a big smile.

"I herd that.'' said Orin agreeing with his Exceed friend.

"I really wish Jase would change into another form.'' said Lucy as the celestial mage hid behind Erza.

"Lucy what are you doing.'' asked Erza.

"She's scared is what.'' said Happy.

"Shut up stupid cat.'' screamed Lucy.

Ben was still watching the fight.

"Come now little fleshslug is that all the strength you have.'' asked **Corpse **in his useral spine tingling voice.

"I really hate it when Jase turns into that form.'' said Lucy filled with fear. The celestial mage was always scared when Jase turned into **Corpse**.

"Come on it's not that scary said Ben Tho the Omnitrix user hated to admit it he to was scared of **Corpse**.

"Yeah I'd say it's one of his best ones.'' said malex.

"Totally.'' said Orin as he kept watching the fight.

Erza did not say anything tho she like Lucy also got a bit frightened at this Takeover form.

"Man this isn't good.'' said Ben as the Omnitrix user kept on watching the fight.

**Corpse** swung his claws at Gray who barley dodged them.

"Ice Make: Cocoon!" Gray said, as he surrounded his body with a cocoon of ice, which had spikes jutting outwards, to protect himself

"He cant get threw through this.'' said Gray but to the Ice-make Mages horror **Corpse** went intangible and his hand went through the cocoon and grabbed Gray and pulled him through and threw him.

As Gray flew to the ground he counterattacked. "Ice Make: Saucer!" Gray said, as a magic circle appeared and out came a giant spinning ice disk, which possessed cutting power equivalent to a buzz saw, and launches it at **Corpse.**

It hit him in the chest he let out a loud scream of pain.

"JASE, Gray what are you trying to do kill him.'' Yelled Ben as Gray realized he got carried away as **Corpse **went intangible and the Saucer went threw him.

"Jase I'm sorry I didn't mean to.'' said Gray but before the Ice make Mage could finish **Corpse **let a loud roar at Gray.

"You will pay for that Fleshslug.'' said **Corpse** in a evil voice that left nearly everyone scared. The others were scared now as **Corpse **then went **Ultimate Corpse**.

He grew twice his size as his yellow flesh melted revealing a skeleton that seemed to rip threw his flesh as he grew, his neck grew as long as his tail, he gained digitigrade legs, skeletal wings. he grew bull like horns. His face was now thrice as scary, The Nemetrix was still around his neck.

**Ultimate Corpse **let out a loud roar that seemed to fill everyone with fear. He then looked at Gray who was frozen with fear.

"Well come now little fleshslug to scared to fight.'' said **Ultimate Corpse**.

Gray charge at **Ultimate Corpse **but when he got closer to him he stopped in his tracks and looked up at **Ultimate Corpse **and who gave him a twisted evil smile, his fangs glistened, his eyes glowed blood red, Gray began to tremble with fear as **Ultimate Corpse **pined Gray to the ground with his skeletal right hand.

''Surrender less you wish pay the consequences.'' said **Ultimate Corpse**. "Surrender less you wish me to splatter you.''

Gray was frozen with fear he did the only thing he could.

"I surrender.'' said Gray as **Ultimate Corpse** changed back to **Corpse** then back Jase.

"Oh man Gray.'' said Jase as he helped him up.

"Got to admit that was one tough take-over you just used.'' said Gray.

"I'm sorry I can't always control **Corpse **and I definitely cant always control **Ultimate Corpse.**'' Said Jase.

"Hey calm down it was a fair fight and you won.'' said Gray.

"Yeah it was great.'' said Orin.

"Yes but Jase please don't turn into that creature anytime soon.'' said Erza trying not to sound scared.

"Do I really scare you all that much when I go **Corpse **or **Ultimate Corpse**.'' Asked Jase.

"Aye sir it is the scariest thing ever.'' said Happy.

"HAPPY SHUT UP.'' the others said.

Natsu then started to ster and wake up.

"Hey what did I miss.'' asked Natsu.

"What didn't you.'' said Ben.

Well that is it for now please review. also I feel I should state I based **Corpse** off a character voiced by Christopher Collins also known to many as Chris latta as a homage to him as for **Ultimate Corpse** him I thought up on my own.


	25. Chapter 25

**Chapter 25.**

**OK everyone here it is Chapter 25 thanks for your patients. any way on with the story.**

Ben, Jase and Lucy were returning from a job as they were walking back they ran into Gajeel.

"Yoh.'' said Gajeel.

"Hey Gajeel.'' said Ben.

"How you doing.'' asked Jase.

"What are you doing here.'' asked Lucy.

"Makarov asked me to come and get you he wants everyone at the guild ASAP.'' said Gajeel.

"OK let's get going then.'' said Ben as they got on their way they herd a loud boom.

"What was that.'' asked Lucy.

"Don't know we should check it out tho.'' said Jase as he Ben and Gajeel went to check things out.

"Hey wait for me.'' Said Lucy as she fallowed them. They soon found Orin and Malex and to their shock they were fighting a dragon.

a large Female, four-legged Dragon, whose appearance differs considerably from a traditional Dragon's appearance. He body was white , which was covered in tissue similar to bird legs, rather than scales. Her feet resemble bird talons as well. Her head was covered in what appeared to be fur and her skull was somewhat broad and flat. The fur extends down the neck and to the upper chest region. She had bird like wings as well.

"Is that all you got boy. No wonder you never beat Igneel,'' said the Dragon.

"Can it Grandeeney you've never done and better yourself.'' said Orin as he punched Grandeeney in the face.

"Yeah infact you've done way worse.'' said Malex as he bit into Grandeeney's left wing.

"Release me you vile beast.'' said Grandeeney.

"Hmmm taste like chicken.'' said Malex as Orin bit into Grandeeney's right wing.

"Your right there.'' said Orin.

Grandeeney manged to shake them loose.

"So you have finely tasted dragon blood.'' asked Grandeeney.

"That is right and now I think I'll end this.'' said Orin as Grandeeney took to the sky

''**Black Dragon's Roar**.'' Orin Yelled as he unleashed a a white energy beam at Grandeeney.

"**Sky Dragon's Roar**.'' said Grandeeney as she countered with her own attack but Orin's overpowered her and sent her into the air with a big blast.

''**Black Dragon's Roar**.'' Orin Yelled as he unleashed another white energy beam at Grandeeney. She barley dodged it. "You have won this round boy.'' said Grandeeney as she flew off.

"Hey get back and fight us.'' said Malex.

"When will I be able to slay a dragon and become a true Dragon slayer.'' said Orin.

"We will get you there one day.'' said Malex as he changed to his smaller form and hopped on Orin's shoulder.

"I hope it's soon otherwise I won't be able to face Acnologia again.'' said Orin thinking of his foster father.

"How many Dragons do you know.'' Came Jase voice as Orin and Malex looked to see Ben, Jase, Lucy and Gajeel.

"What the hell are you doing here.'' asked Malex.

"Chill man ah I mean cat.'' said Ben.

"The old man wants everyone back at the guild ASAP.'' said Gajeel, "That also means the 2 of you.''

"What ever.'' said Orin as they got going. He was to tired to argue.

**Some time later.**

They returned to the guild to see everyone as lively as always.

Orin was in no mood for all the noise. And he was in a even less mood for a certain pink haired someone, who came running at him ready to fight.

"Hey Orin! Fight me!" Natsu challenged as he came out of nowhere and charged at Orin who simply punched him in the face and sent him flying through a wall of the guild.

"Man, you're as bad as Gildarts." the pink haired wizard groaned as he came back in and fell down. The others just sighed in annoyance and snickered in amusement.

They then got to what they were called there for turns out Fairy tail along with 3 other guilds were chosen to hunt down and destroy 1 of the 3 strongest dark guilds in Fiore, Oración Seis. They were ordered to find them and take them down.

Ben, Jase, Natsu, Happy, Erza, Lucy, Gray, Orin and Malex were chosen to represent Fairy tail.

Sometime Later.

Ben, Jase, Natsu, Happy, Erza, Lucy and Gray were all riding in a wagon while Malex was flying there while holding Orin from his back.

"Ooohhh someone make it stop.'' moaned Natsu, as his ever present motion sickness was tormenting him.

"Hey if your gonna throw up do it away from us.'' said Gray.

"We really need to find a way to fix this little problem of his.'' said Ben.

"If there is a way.'' said Jase.

"Ah why am I here.'' asked Lucy.

"Now is not the time we will arrive at the location at which we will meet the other guilds.'' said Erza.

"Hey Orin, Malex were almost there.'' said Ben but the black dragon slayer and his black exceed were not listening to the omnitrix wearer, instead they were focused on something else.

"Hey you two ok.'' asked Gray.

"I smell a dragon.'' said Orin.

"Likewise let's go.'' said Malex as they took off.

"Orin, Malex the both of you get back here.'' demanded Erza.

"I don't think they hurd you.'' said Lucy.

"Better go and get them.'' Said Ben to Jase as they got out the wagon.

"We will meet you at the meerting place.'' said Jase as he and Ben went to find Orin and Malex.

Ben went **XLR8 **and **Jase **went **Speetah **and they went after the 2.

They spent a while looking and when they at last found they found them fighting Grandeeney.

"Your not going to get away this time I will feast on your flesh and bathe in your blood.'' said Orin.

"Big words for such a small boy.'' said Grandeeney as Orin punched her in the face and she went down.

Learn to talk less.'' said Malex as he bit into Grandeeney's right wing.

"Off of me vile beast.'' said Grandeeney as she shook Malex loose.

"**Black Dragon Secret Technique, ** **Black Dragon claws.**!" said Orin as his hands were covered in black scales and became claws, he then started to slash Grandeeney all over her body. "**Black Dragon Secret Technique, Black Dragon Chaos Blast!**" Orin roared as he held his hands up above his head and started to gather power that took the form of a ball, which he then threw at Grandeeney it hit and brought her down.

"Now to end it.'' said Orin as he moved in for the kill he was stopped by Jase and Ben.

"Sorry Orin but we cant let you do this,'' said Jase, as Ben went Clockwork and healed Grandeeney.

"Hey what the hell are you doing.'' asked Malex as Grandeeney quickly got up and fled.

"We are here on a mission not to chase dragon's.''

Orin was about to say something till there were a few explosions.

"Well that looks bad.'' said Ben.

"Totally.'' said Jase.

"I smell blood.'' said Orin.

"I might feast yet then.'' said Malex as the black Exceed licked his lips.

With the others.

"Man this sucks.'' said Natsu as he got kicked into Gray by a man in a white coat with a big purple snake wrapped around him.

"Stay away from them.'' yelled erza as she was then bitten by a huge purple snake named Cubellios that then went over to one of the Oración Seis.

"Is this all fairy tail has to offer.'' said the man called Cobra as the snake wrapped around him.

"Yes this was not as fun as I thought.'' said Angle.

"Yeah we took them down so fast it wasn't even funny.'' said Racer.

"Oh yeah money is all you need had they had that they would have won.'' said Hoteye.

"**Sky Dragon Roar**.'' Came a voice belonging to a young girl called Wendy.

The leader of the group Brain countered the blast with one from his staff, and they cancelled one another out.

"Don't think I've forgotten you.'' said Brain as he made a hand of green energy come out of his staff and grabbed both Wendy and accidentally Happy

"NO Happy.'' said Natsu.

"Wendy.'' said Carla.

"The rest of you I have no need for begone **Dark Rondo**.'' said Brain as he unleashed a barrage of energy attacks.

"No you don't.'' said Ben as he came running up to the others as **XLR8 **then went **chromastone **and absorbed the blasts.

"Right back at you.'' Said **chromastone **as he sent the attack right back.

"What in the hell.'' said Racer as Jase who was **Speetah **appeared before him and went **Terroranchula**, and bit into his left leg.

"Ah my leg.'' said Racer as **Terroranchula** kicked him aside.

"Well this is a suprise.'' said Angel as Orin and Malex appeared near her and Cobra.

"Hello dumb asses.'' said Malex as he grabbed Cubellios by her neck, then yanked her away from Cobra.

"Ge your claws off of her.'' said Cobra as Orin kicked him in the gut.

"Forget your pet worry about yourself.'' said Orin as he punched Cobra in the face then uppercut him.

''Hephestan Neuro Grip.'' said Orin as he used said grip on Cobra and knocked him out as Malex used the same grip on the snake.

"Well now lets see you stand up to me.'' said Angel as **chromastone **blasted her from behine.

"Allow me to handle this I'll show them the power of money.'' said Hoteye as he mad the ground start to swallow Ben and Jase, While Malex grabbed Orin and flew him into the air to keep them both safe.

"Ha money triumphs over all.'' said Hot eye as the ground shook and out came **Armadrillo **who punched Hoteye in the face and next out came **Slamworm **who swatted Hoteye to the ground with his tale.

Jase then went **Vicetopus **and grabbed Cobra, Cubellios, Hoteye, Racer and Angel with his tentacles and threw them to the ground.

As they tried to get up Orin used the Hephestan Neuro Grip on them and back down they went.

Ben then went **Ball Weevil **and placed the defeated mages and snake inside a big ball of goop then went **Articguana **and froze it, as Orin picked it up and threw it a few miles away and when it landed it exploded.

"Well that's four down 2 to go.'' said Jase looking at Brain and a sleeping Midnight.

"Well this was unexpected.'' said Brain who then noticed Orin and Malex.

"This is even more unexpected Orin Dragoon and Malex members of Fairy tail.'' said Brain.

"You 2 know him.'' asked Ben.

"We did a few jobs for him back when we were in Phantom lord.'' said Malex.

"And I had hoped that when it was defeated that you 2 might join my guild.'' said Brain.

"Hey they asked us first.'' said Malex.

"and you know what they say first come first serve.'' Said Orin.

"Very well then **Dark Rondo**.'' said Brain as he unleashed a barrage of energy attacks.

''**Iron Rock Wall**.'' Came a voice as several walls made of earth sprouted from the ground and protected them. Ben, Jase, Orin and Malex looked to see a tall and massive man with a heavily muscular body and a bald head, It was Jura.

"Made it just in time.'' said Jura as he saw that Brain and Midnight had escaped during the whole thing.

"Man the cowards ran before it was over so we win by default.'' said Ichiya.

"That's not how it works you jerk.'' said Gray.

"Calm down what you need is a whiff of my pain killer perfume." Said Ichiya as he took the lid off a vile and out came a mist that smelled nice and healed everyone.

"That smells great.'' said Lucy.

"Glad everyone is OK now.'' said Jase as he was then tackled to the ground with a hug from Sherry.

"Jase.'' said Sherry.

"What the hell Sherry.'' Said Jase.

"Hey if she is here then that means.'' said Ben as he looked to see Lyon.

"I'm glad you are all here to.'' said Lyon as he got Sherry off of Jase.

"So you are Ben 10 And Jase lee the Beast king.'' Came Jura's voice surprising both Ben and Jase.

"Yeah that's us.'' said Jase and Ben.

"I am honored to meet both of you I have herd much about you.'' said Jura.

"Cool thanks.'' said Jase and Ben.

"Hey were is Happy.'' asked Ben.

"Those jerks kidnapped Happy and Wendy.'' Said Natsu to the omnitrix wearer.

"Who is Wendy.'' Asked Ben.

"All in do time.'' Said Carla.

"What the hell Carla.'' said Malex.

"Malex.'' said Carla.

"You two know each other.'' Asked Ben.

"The two of us once dated.'' said Carla.

"Till you got all bossy and I dumped your ass.'' said Malex.

"Shut your mouth you vile beast.'' said Carla.

"Why don't you shut yours.'' Said Malex.

"Will you 2 stop acting like an old married couple.'' said Jase and Ben.

"WE ARE NOT AN OLD MARRIED COUPLE.'' said Malex and Carla.

"Hello Erza needs help.'' said Lucy as they all looked at Erza who was in pain from the snake bite.

"I have tried my pain killer perfume but it has failed." Said Ichiya.

"Hey Orin can't you help her.'' asked Natsu.

"How can he help.'' asked Carla.

"A while back he helped Lucy out when she was poisoned by a mage who used poisen magic.'' said Gray.

"I will not allow this vile beast to lay a finger on my Honey.'' said Ichiya.

"Stay out of this.'' said Gray.

"Your Honey what are you talking about.'' asked Ben.

"He thinks Erza is his girlfriend.'' said Lucy.

"What this guy Hahahahahaha.'' Laughed Ben.

"Man and what is so funny.'' asked Ichiya.

"You think she would go out with someone like you yeah right.'' saidf Ben. "Once more she has never even said your name.''

"MAAAANNN.'' said Ichiya all uppset.

"Hey boss calm down.'' said Hibiki, Eve and Rin.

"They called him something else again.'' said Lucy.

"Who cares hey Orin what are you waiting for.'' asked Gray.

"You can not be serious letting him touch Erza.'' said Eve.

"She will die if he doesn't.'' said Ben.

"Yes he is right if he can help then best we let him.'' said Jura.

"Well I say no we cant trust him or his cat.'' said Rin.

"What do you have against Orin and Malex.'' asked Lucy.

"A year ago those to back when they were in Phantom lord beat us up and left us to die,''' said Hibiki.

"Lucky Master Ichiya used his pain killer perfume.'' said Eve.

"Well tough none of you gets a vote.'' said Ben.

"What did you say.'' said Rin.

"You herd him Erza is part of our guild not yours so stay out of this we refuse to let our friend die and if there is a safe way to save her we are gonna do it, and if you don't like it tough this dose not concern you.''' said Jase.

"How can you trust them have you forgotten all they did in the past.'' asked Hibiki.

"Who cares about what they did they did in past.'' said Jase.

"Yeah so they did a few bad things in their lives, show me someone who has never done anything wrong and has a spotless record.'' said Ben.

"Once more they are part of fairy tail now.'' said Jase.

"Yeah they are our guild mates and friends now me and Jase trust them.'' said Ben.

"You you trust us.'' said Malex completely taken back by what the Omnitrix wearer said.

"Were your friends.'' asked Orin also taken back by what he herd.

"Yeah I mean why not.'' Asked Jase.

Orin Just went over to Erza and knelled down near her.

"Alright red if you are willing I can help you.'' said Orin.

"What ever just do it.'' Said Erza.

"Alright tho I should worn you it will hurt.'' said Orin.

"Just do it.'' said Erza.

"Have it your way.'' said Orin as he bit into Erza's wound and started to suck and spit out the poison.

"Man that's nasty.'' said Gray.

"That is enough remove yourself from her now.'' said Ichiya.

"Be silent you fat toad.'' said Jase having had enough of him.

"What you say.'' said Rin.

"You herd me be silent.'' said Jase as his eyes glowed red and a red energy ring appeared around Eve, Rin, Hibiki and Ichiya's necks that then started to tighten around their necks and burn them.

"I refuse to let one of my friends die just cause you four maggots got a problem with 2 of our guild mates this dose not concern you so be silent.'' yelled Jase as he hit them each with a energy blast from his eyes as the rings faded and Jase eyes stopped glowing.

"Wow.'' said Gray.

"Jase couldn't do that before right.'' asked Natsu.

"Hey keep it down.'' said Orin as he sucked out the last bit of poison.

"Well that's all of it now she just needs to rest.'' said Orin.

"Thank you my friend.'' said Erza. This took the black dragon slayer by surprise as he did not ever think he would hear Erza call him that after all he once did.

"Hey Erza you OK.'' asked Jase.

"Yes now I just need to rest.'' said Erza as she went to sleep.

"Well now that is taken care can someone tell me what we missed.'' asked Ben.

**Some time later**

They all split into teams.

one made of Jura, Lyon and Sherry. Another bade of Rin, Eve and Ichya. the other of Ben, Natsu, Gray, Carla, Orin and Malex.

Jase, Lucy and hibiki stayed with Erza.

While that went on they did not notice being watched by Hex.

"My, my this is a stroke of good luck no one to keep me from the boys power now.'' said hex as he got ready to strike. "How ever I need to make sure the others are to busy to help so i will need those dark mages help.'' said Hex as he went to do just that.

**Well that's it for now sorry for the wait I had stuff to do and was going through some things but anyway I hope everyone loves this chapter sorry if it was a bit rushed but some really wanted me to update as fast as I could anyway please review and till next time this is Myzor king of war signing out.**


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